AGSS AmeriGuard Security Services Inc (QX)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K/A

 

 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2023

 

or

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________

 

Commission file number: 333-173039

 

AMERIGUARD SECURITY SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		99-0363866
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

5470 W. Spruce Avenue, Suite 102

Fresno, CA 93722

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including the area code: (559) 271-5984

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Securities registered pursuant to Section 12(g) of the Act: None.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐   No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s)), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

	Large accelerated filer	☐	Accelerated filer	☐
	Non-accelerated filer	☒	Smaller reporting company	☒
			Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold on June 30, 2023, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter is $4,021,596.

 

The number of outstanding shares of the registrant’s common stock on December 31, 2023, was 94,917,302.

 

Documents Incorporated by Reference: None.

 

 

 

Explanatory Note

 

AmeriGuard Security Services, Inc. (the “Company) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 4, 2024 (the “Original Filing”), to restate and amend its previously-issued audited consolidated financial statements and related financial information for the fiscal years ended December 31, 2022 and 2023.

 

Background

 

The Company has restated its previously issued consolidated financial statements for the fiscal years ended December 31, 2022 and 2023 due to the disbarment of its former independent registered public accounting firm,BF Borgers by the U.S. Securities and Exchange Commission (SEC). As a result, the Company engaged a new independent auditor, Bush & Associates CPA, LLC to re-audit the affected prior-year financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB). BF Borgers’s reports on AGSS’s financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the re-audit it was discovered that the company had an improper application of ASC 805 (Business Combinations) for its October 20, 2023 acquisition of TransportUS.

 

The restatement of the previously issued financial statements for 2022 and 2023 was due to the incorrect application of the acquisition of the Company. This was discovered by the auditors and the financial impact affected the income statement, balance sheet, shareholder’s equity and cash flow statements for both 2022 & 2023. In 2022 the prior financial statements reflected a combination of both the Company and TransportUS. The re-audit has changed that application and presents the Company separately from the acquisition. The prior stated revenue was $29,139,403 and now has been corrected to $24,947,401. The net income changed from a loss of $392,919 to a loss of $436,766. The loss per share changed from 0.0041 to 0.0046. Total Assets changed from $5,149,832 to $3,748,343, total liabilities changed from $6,760,412 to $5,745,791 and retained earnings changed from a deficit of $1,769,926 to $2,155,794.

 

For 2023, the re-audit discovered improper valuations of certain assets such as goodwill, deferred liability, an investment in subsidiary asset value and deferred liability of subsidiary.

 

The purchase agreement was to issue 3,000,000 common shares to Lawrence Garcia in exchange for the 1,000 shares held from TransportUS, Inc. The agreement called for the immediate issuance of 1,500,000 shares when the agreement was executed with the remaining 1,500,000 shares to be issued contingent on TransportUS Inc., renewing its current transportation contract with the Veterans Administration in Long Beach California. The award of the contract is expected to occur in 2025.

 

This agreement generated a Goodwill asset of $1,795,406 resulting from the $2,220,000 value of the shares issued for the purchase over the net book value of TransportUS, Inc. of $424,593 as of October 31, 2023. Due to the agreements two step issuance of the agreed 3,000,000 AGSS shares, the impact on the Balance Sheet of AGSS is an increase in common stock book value by $1,110,000, a deferred liability of $1,110,000, an investment in subsidiary asset value of $424,593 and Goodwill in the amount of $1,795,406, for the year ended December 31, 2023. The consolidated Balance Sheet presentation eliminates the investment in subsidiary asset reflected on the Balance Sheet of AGSS.

 

As of December 31, 2023, the Deferred Liability in Subsidiary increased by $30,000 due to the decrease in share value as of that date. This created a loss from deferred liability of subsidiary equal to $30,000. The result is a balance of $1,140,000 in Deferred Liability Subsidiary as of December 31, 2023.Three million shares with a fair value of $2,220,000 was given for the purchase of TransportUS in which half of the shares withheld until TransportUS has secured a permanent contract that it had up for renewal. This created a deferred liability of $1,110,000. A loss of $30,000 on Deferred Liability for the Subsidiary.

 

These changes has changed the prior stated revenue from $24,350,618 to $20,969,727. The net income changed from $122,636 to $103,615. The earnings per share changed from 0.0013 to 0.0011. Total Assets changed from $6,067,966 to $7,835,340, total liabilities changed from $7,561,590 to $8,619,173 and retained earnings changed from a deficit of $1,653,470 to $2,052,179.

 

 

Below are the prior filed statements.

 

AmeriGuard Security Services, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

For the Years Ending

 

		Previously Reported				Restated
		December 31,				December 31,				$ Change
		2023				2023				Fav/(Unfav)				% Change
Revenue
Services		$	24,327,153			$	20,852,372			$	(3,474,781	)			-14.28	%
Discounts and allowances			(99,004	)			(97,711	)			1,293				-1.31	%
Other operational income			122,469				215,066				92,597				75.61	%
Total Revenue			24,350,618				20,969,727				(3,380,891	)			-13.88	%
Cost of Services
Salaries and related taxes			16,170,868				14,531,795				1,639,073				10.14	%
Employee benefits			3,266,243				2,881,774				384,469				11.77	%
Sub-Contractor payments			1,477,908				1,331,446				146,462				9.91	%
Training and direct expenses			94,516				85,861				8,655				9.16	%
Vehicles and equipment expenses			1,298,959				333,464				965,495				74.33	%
Total Cost of Services			22,308,494				19,164,340				3,144,154				14.09	%
Gross Margin			2,042,124				1,805,387				(236,737	)			-11.59	%
Operating Expenses
Salaries, payroll taxes and benefits			1,604,520				1,604,520				-				-
Vehicle expense			418,537				384,013				34,524				8.25	%
Professional services			531,317				463,524				67,793				12.76	%
Communication services			160,621				130,538				30,083				18.73	%
General liability insurance			160,431				160,431				-				-
Advertising and marketing			144,747				144,391				356				0.25	%
Staff training			185,004				183,704				1,300				0.70	%
Livescan services fees			125,815				125,815				-				-
Licenses and permits			108,749				104,381				4,368				4.02	%
General and administrative expenses			646,509				605,686				40,823				6.31	%
Loan interest			277,205				277,205				-				-
Depreciation expense			110,581				49,861				60,720				54.91	%
Total Operating Expenses			4,474,036				4,234,069				239,967				5.36	%
Net Income/(Loss) from Operations			(2,431,912	)			(2,428,682	)			3,230				-0.13	%
Other Income (Expenses)
Other Income			3,352,426				3,336,670				(15,756	)			-0.47	%
Other (Expense)			(775,115	)			(775,115	)			-				-
Loss on Deferred Liability Subsidiary			-				(30,000	)			(30,000	)			-100.00	%
Total Other Income/(Expense)			2,577,311				2,531,555				(45,756	)			1.78	%
Net Income/(loss) before Income Taxes			145,399				102,873				(42,526	)			-29.25	%
Income tax expense			22,763				(742	)			23,505				103.26	%
Net Income/(loss)		$	122,636			$	103,615			$	(19,021	)			15.51	%
Net Income/(loss) per Common Share - Basic and Diluted		$	0.0013			$	0.0011			$	(0.0002	)			15.51	%
Weighted Average Number of Common Shares Outstanding - Basic and Diluted			94,917,302				94,917,302				-

 

See accompanying notes to financial statements

 

 

AmeriGuard Security Services, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

For the Years Ending

 

		Previously Reported				Restated
		December 31,				December 31,				$ Change
		2022				2022				Fav/(Unfav)				% Change
Revenue
Services		$	28,957,220			$	24,643,096			$	(4,314,124	)			-14.90	%
Discounts and allowances			(10,534	)			-				10,534				-
Other operational income			192,717				304,305				111,588				57.90	%
Total Revenue			29,139,403				24,947,401				(4,192,002	)			-14.39	%
Cost of Services
Salaries and related taxes			17,026,802				15,030,738				1,996,064				11.72	%
Employee benefits			3,410,659				3,052,774				357,885				10.49	%
Sub-Contractor payments			3,683,379				3,467,391				215,988				5.86	%
Training and direct expenses			229,220				202,826				26,394				11.51	%
Vehicles and equipment expenses			1,608,944				194,889				1,414,055				87.89	%
Total Cost of Services			25,959,005				21,948,618				4,010,387				15.45	%
Gross Margin			3,180,399				2,998,783				(181,616	)			-5.71	%
Operating Expenses
Salaries, payroll taxes and benefits			1,161,982				1,161,982				-				0.00	%
Vehicle expense			461,498				441,732				19,766				4.28	%
Professional services			372,756				361,314				11,442				3.07	%
Communication services			130,239				106,382				23,857				18.32	%
General liability insurance			120,485				87,119				33,366				27.69	%
Advertising and marketing			137,175				128,544				8,631				6.29	%
Staff training			75,802				75,802				-				-
Livescan services fees			56,261				56,261				-				-
Licenses and permits			43,128				43,128				-				-
General and administrative expenses			526,580				470,077				56,503				10.73	%
Loan interest			105,826				105,826				-				-
Depreciation expense			89,016				42,927				46,089				51.78	%
Total Operating Expenses			3,280,748				3,081,094				199,654				6.09	%
Net Income/(Loss) from Operations			(100,349	)			(82,311	)			18,038				-17.98	%
Other Income (Expenses)
Other Income			461,423								(461,423	)			-100.00	%
Other (Expense)			(743,643	)			(344,105	)			399,538				53.73	%
Total Other Income/(Expense)			(282,220	)			(344,105	)			(61,885	)			-21.93	%
Net Income/(loss) before Income Taxes			(382,569	)			(426,416	)			(43,847	)			-11.46	%
Income tax expense			10,350				10,350				-				-
Net Income/(loss)		$	(392,919	)		$	(436,766	)		$	(43,847	)			-11.16	%
Net Income/(loss) per Common Share - Basic and Diluted		$	(0.0041	)		$	(0.0046	)		$	(0.0005	)			-11.16	%
Weighted Average Number of Common Shares Outstanding - Basic and Diluted			94,917,302				94,917,302				-

 

See accompanying notes to financial statements

 

 

AmeriGuard Security Services, Inc.

CONSOLIDATED BALANCE SHEETS

 

		Previously Reported				Restated
		December 31,				December 31,				$ Change
		2022				2022				Fav/(Unfav)				% Change
Assets
Current Assets
Cash		$	1,751,489			$	1,227,654			$	(523,835	)			-29.91	%
Accounts receivable, net			2,030,434				1,869,268				(161,166	)			-7.94	%
Current Portion Note Receivable			9,300				-				(9,300	)			-100.00	%
Prepaid Expenses			185,501				110,829				(74,672	)			-40.25	%
Deposits			38,000				-				(38,000	)			-100.00	%
Related Party Receivable			-				-				-				-
Total Current Assets			4,014,724				3,207,751				(806,973	)			-20.10	%
Other Non-Current Assets
Fixed assets, net depreciation			491,713				298,806				(192,907	)			-39.23	%
Note Receivable			340,700				-				(340,700	)			-100.00	%
Operating Lease			302,695				241,786				(60,909	)			-20.12	%
Total Non-Current Assets			1,135,108				540,592				(594,516	)			-52.38	%
Total Assets		$	5,149,832			$	3,748,343			$	(1,401,489	)			-27.21	%
Liabilities
Current Liabilities
Accounts payable		$	824,098			$	761,515			$	62,583				7.59	%
Accrued Interest Due			49,035				49,035				-				-
Accrued Payroll			737,143				737,143				-				-
Deferred Revenue			887,327				-				887,327				100.00	%
Payroll liability - Pension			466,075				453,965				12,110				2.60	%
Current Portion Operating Lease							88,245				(88,245	)			-100.00	%
Current portion of notes payable			719,563				719,563				-				-
Total Current Liabilities			3,683,241				2,809,466				873,775				23.72	%
Long Term Liabilities
Long term portion of notes payable			2,782,784				2,782,784				-				-
Operating Lease			294,387				153,541				140,846				47.84	%
Total Liabilities			6,760,412				5,745,791				1,014,621				15.01	%
Stockholders’ equity
Common stock, $.001 par value, 94,917,302 shares issued and outstanding at December 31, 2023 and 2022			159,346				158,346				1,000				-0.63	%
Retained earnings/(deficit)			(1,769,926	)			(2,155,794	)			(385,868	)			-17.90	%
Total Stockholders’ Equity			(1,610,580	)			(1,997,448	)			(384,868	)			-19.37	%
Total Liabilities and Stockholders’ Equity		$	5,149,832			$	3,748,343

 

See accompanying notes to financial statements

 

 

AmeriGuard Security Services, Inc.

CONSOLIDATED BALANCE SHEETS

 

		Previously Reported				Restated
		December 31,				December 31,				$ Change
		2023				2023				Fav/(Unfav)				% Change
Assets
Current Assets
Cash		$	2,166,118			$	2,166,118			$	-				-
Accounts receivable, net			1,583,379				1,583,379				-				-
Current Portion Note Receivable			9,300				9,300				-				-
Prepaid Expenses			327,147				327,147				-				-
Deposits			61,575				61,575				-				-
Related Party Receivable			-				-				-				-
Total Current Assets			4,147,519				4,147,519				-				-
Other Non-Current Assets
Fixed assets, net depreciation			574,114				574,114				-				-
Note Receivable			340,700				340,700				-				-
Operating Lease			1,005,633				977,600				(28,033	)			-2.79	%
Goodwill							1,795,406				1,795,406				100.00	%
Total Non-Current Assets			1,920,447				3,687,820				1,767,373				92.03	%
Total Assets		$	6,067,966			$	7,835,340			$	1,767,373				29.13	%
Liabilities
Current Liabilities
Accounts payable		$	449,921			$	449,921			$	-				-
Accrued Interest Due			-				-				-				-
Accrued Payroll			626,694				626,694				-				-
Deferred Revenue			722,327				722,327				-				-
Payroll liability - Pension			507,793				507,792				1				-
Deferred Liability Subsidiary			-				1,140,000				(1,140,000	)			-100.00	%
Current Portion Operating Lease			-				269,230				(269,230	)			-100.00	%
Current portion of notes payable			2,160,347				2,160,347				-				-
Total Current Liabilities			4,467,082				5,876,311				(1,409,229	)			-31.55	%
Long Term Liabilities
Long term portion of notes payable			2,034,493				2,034,493				-				-
Operating Lease			1,060,015				708,369				351,646				33.17	%
Total Liabilities			7,561,590				8,619,173				(1,057,583	)			-13.99	%
Stockholders’ equity
Common stock, $.001 par value, 94,917,302 shares issued and outstanding at December 31, 2023 and 2022			159,846				1,268,346				(1,108,500	)			693.48	%
Retained earnings/(deficit)			(1,653,470	)			(2,052,179	)			(398,709	)			-19.43	%
Total Stockholders’ Equity			(1,493,624	)			(783,833	)			(1,507,209	)			90.55	%
Total Liabilities and Stockholders’ Equity		$	6,067,966			$	7,835,340

 

See accompanying notes to financial statements

 

 

FORM 10-K ANNUAL REPORT

 

FISCAL YEAR ENDED DECEMBER 31, 2023

 

TABLE OF CONTENTS

 

				PAGE
PART I
Item 1.		Business.		1
Item 1A.		Risk Factors.		5
Item 1B.		Unresolved Staff Comments.		5
Item 1C.		Cybersecurity		5
Item 2.		Properties.		5
Item 3.		Legal Proceedings.		6
Item 4.		Mine Safety Disclosures.		6
PART II
Item 5.		Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		7
Item 6.		[Reserved].		7
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations.		8
Item 7A.		Quantitative and Qualitative Disclosures about Market Risk.		11
Item 8.		Financial Statements and Supplementary Data.		11
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.		12
Item 9A.		Controls and Procedures.		12
Item 9B.		Other Information.		12
Item 9C.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.		12
PART III
Item 10.		Directors, Executive Officers and Corporate Governance.		13
Item 11.		Executive Compensation.		16
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.		17
Item 13.		Certain Relationships and Related Transactions, and Director Independence.		17
Item 14.		Principal Accountant Fees and Services.		17
PART IV
Item 15.		Exhibits, Financial Statement Schedules.		19
SIGNATURES				20
EXHIBIT INDEX				21
FINANCIAL STATEMENTS				F-1

 

 

FORWARD-LOOKING STATEMENTS

 

The statements contained in this report with respect to our financial condition, results of operations and business that are not historical facts are “forward-looking statements”. Forward-looking statements can be identified by the use of forward-looking terminology, such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “seek”, “estimate”, “project”, “could”, “may” or the negative thereof or other variations thereon, or by discussions of strategy that involve risks and uncertainties. Management wishes to caution the reader of the forward-looking statements that any such statements that are contained in this report reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors, including, but not limited to, economic, competitive, regulatory, technological, key employees, and general business factors affecting our operations, markets, growth, services, products, licenses and other factors. These forward-looking statements are only estimates or predictions. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of risks facing our company, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.

 

These risk factors should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. All written and oral forward-looking statements made in connection with this report that are attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given these uncertainties, we caution investors not to unduly rely on our forward-looking statements. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by applicable law or regulation.

 

 

PART I

 

ITEM 1. BUSINESS

 

Company History

 

Health Revenue Assurance Holding, Inc. (the “Company”), was incorporated in Nevada on December 13, 2010.

 

The Company intended to become a provider of revenue cycle services to a broad range of healthcare providers. Offering the customers integrated solutions designed around their specific business needs, including revenue cycle data analysis, contract and outsourced coding, billing, coding and compliance audits, coding education, coding consulting, physician coding services and ICD-10 education and transition services.

 

On February 10, 2012, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Health Revenue Assurance Holdings, Inc. (formerly known as Anvex International, Inc., “HRAH”), a Nevada company, and its wholly-owned subsidiary Health Revenue Acquisition Corporation (“Acquisition Sub”), which was treated for accounting purposes as a reverse recapitalization with HRAA, considered the accounting acquirer. Each share of HRAA’s common stock was exchanged for the right to receive approximately 1,271 shares of HRAH’s common stock. Before their entry into the Merger Agreement, no material relationship existed between HRAH and Acquisition Sub or HRAA. On April 27, 2012, the Company completed a 12.98 to 1 forward stock split. On May 2, 2012, the Company changed its ticker symbol from ANVX to HRAA.

 

The Company then went dormant in August 2014.

 

On July 14, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A816259, Custodian Ventures LLC (“Custodian”) was appointed Custodian of the Company.

 

On July 15, 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors.

 

AmeriGuard Security Services, Inc. (“AmeriGuard”) was incorporated in California on November 14, 2002. The corporation was incorporated with the issuance of 1,000 common shares formerly held by Lawrence Garcia, President and CEO with 550 shares and Lillian Flores, former VP of Operations with 450 shares. On July 12, 2022, under the terms of a Settlement Agreement, Flores exchanged her 450 shares for the consideration of $3,384,950 and a promissory note in that amount secured by a stock pledge. AmeriGuard provides armed guard services as a federal contractor with licenses in 7 states and provides commercial guard services in California.

 

On September 8, 2021, under the terms of a private stock purchase agreement, 10,000,000 shares of Series A-1 Preferred Stock, $0.001 par value per share (the “Shares”) of the Company, were transferred from Custodian Ventures, LLC to AmeriGuard. As a result, AmeriGuard became holder of approximately 91% of the voting rights of the issued and outstanding share capital of the Company on a fully diluted basis of the Company and became the controlling shareholder. The consideration paid for the Shares was $500,000. In connection with the transaction, David Lazar forgave the Company all debts owed to him and/or Custodian Ventures, LLC.

 

On September 8, 2021, the Company accepted the resignation of David Lazar as the Company’s Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and as a Member of the Board of Directors. Effective on the same date to fill the vacancies created by Mr. Lazar’s resignations, the Company appointed Lawrence Garcia as the Company’s President, CEO, CFO, Treasurer, Secretary, and Chairman of the Board of Directors. These resignations are in connection with the consummation of the private stock purchase agreement and was not the result of any disagreement with Company on any matter relating to Company’s operations, policies or practices.

 

On March 11, 2022, the Company amended its articles of incorporation to change its name to AmeriGuard Security Services, Inc. (AGSS) from Health Revenue Assurance Holdings, Inc. The name was deemed effective by FINRA on March 17, 2022.

 

 

On December 9, 2022, AGSS entered into the Merger Agreement. AmeriGuard became a wholly owned subsidiary of AGSS, and AGSS is the only shareholder and will continue in its existence with one owner, AGSS. Pursuant to the Share Exchange, (a) the Majority Shareholder relinquished all of his 573 AmeriGuard common shares and the Minority Shareholders relinquished all of their 67 AmeriGuard common shares, constituting all issued and outstanding shares of AmeriGuard (the “AmeriGuard Shares”), and were issued an aggregate of 80,578,125 and 9,421,875 respectively of AGSS common shares, representing 86.26% and 10.09% of the outstanding Common Stock of AGSS and (b) AmeriGuard returned the A-1 Preferred Stock of AGSS for retirement. After the issuance of the common shares, the existing 3,417,302 common shares represent 3.66% of the outstanding common stock of AGSS.

 

Under the AGSS Merger Agreement, One Hundred Percent (100%) of the ownership interest of Ameriguard was exchanged for an aggregate of 90,000,000 shares of common stock of AGSS issued to the Majority Shareholders and the Minority Shareholders, in accordance with the AGSS Merger Agreement (the “AGSS Merger”). Also, as part of the AGSS Merger, Ameriguard cancelled the 10,000,000 shares of Series A-1 Preferred Stock it had purchased from Custodian Ventures, LLC. The former stockholders of Ameriguard acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. Lawrence Garcia currently owns 86.26% of the issued and outstanding voting stock of the Company and will be able to exert significant influence and control over the Company for the foreseeable future.

 

We have 10,000,000 authorized and designated Series A-1 Preferred Stock which are entitled to seventy-two (72) votes per share of Series A-1 Preferred Stock on all matters on which stockholders may vote. While we currently have no such shares issued and outstanding, the voting rights afforded these Series A-1 Preferred Stock would give any future holders a disparate voting interest and allow them to potentially exert control over the actions of the Company.

 

Pursuant to the terms of a settlement agreement, by and among Garcia, AmeriGuard, and Lillian Flores (“Flores”), dated July 7, 2022 (the “Settlement Agreement”), AmeriGuard repurchased the 450 common shares of Flores for a total consideration of $3,384,950 payable in five equal annual installments compounded semi-annually at a three percent rate. The initial payment on July 8, 2022, of $686,990 reduced the balance to $2,697,960. The second through fifth installment are due on December 31, 2023, through December 31, 2026.

 

Prior to Merger, under the terms of a stock pledge agreement, by and among Garcia, Flores and AmeriGuard, dated July 7, 2022, 360 AmeriGuard common shares remained held in AmeriGuard treasury pledged to Flores. On Merger these pledged shares were substituted with 50,625,000 AGSS common stock of the 80,578,125 issued to Lawrence Garcia. These pledged shares are redeemed and returned to Garcia based on a stock redemption agreement, by and among Garcia, Flores and AmeriGuard, dated July 7, 2022.

 

The purposes of the transactions described in this Current Report were to complete a business combination by a stock for stock merger and complete a recapitalization of the company with the result being that AmeriGuard became a wholly owned subsidiary of AGSS, and AmeriGuard’s management will be the management of AGSS.

 

There was no offering with this merger. Effective immediately after the Share Exchange, the stock transfer books of AmeriGuard shall be closed.

 

On October 20, 2023, the Company executed a share purchase agreement to acquire TransportUS Inc. TransportUS, Inc. was incorporated on October 24, 2018, with an S-Corp tax election. The corporation was incorporated with the issuance of 1,000 shares with no-par par value stock held by Lawrence Garcia, President and CEO. TransportUS Inc. provides human transportation services as a federal contractor, currently providing services in the state of California.

 

The purchase agreement was to issue 3,000,000 common shares to Lawrence Garcia in exchange for the 1,000 shares held from TransportUS, Inc. The agreement called for the immediate issuance of 1,500,000 shares when agreement was executed with the remaining 1,500,000 shares to be issued contingent on TransportUS Inc., renewing its current transportation contract with the Veterans Administration in Long Beach California. The award of the contract is expected to occur in 2024.

 

 

Overview

 

The Company manages two separate subsidiaries: Ameriguard Security Services, Inc. (“AGS”) and TransportUS, Inc. (“TUS”).

 

AGS principally provides guard services for Federal, State and Local governmental entities, quasi-governmental entities and for commercial property. Guard services generated $20 million in revenues for the fiscal year ended December 31, 2023. Guard services include, providing armed and unarmed uniformed security personnel for access control, mobile patrols, traffic control, security console/system operators, fire safety directors, communication, reception, concierge and front desk/doorman operations.

 

TUS provides ambulatory and non-ambulatory services for the Veterans Administration, in Long Beach CA and Central Los Angeles CA. These two contracts generate approximately $5 million in revenues annually. TUS operates approximately 40 vehicles, a mixture of sedans, minivans, and full-size vans with wheelchair lifts, along with a dispatch service available 24 hours a day, 365 days a year.

 

As we continue to push growth organically as well as through acquisition, we will be able to realize a greater market share in each of these two industries.

 

Corporation Information

 

Our principal executive offices are currently located at 5470 W Spruce Ave Suite 102 Fresno CA 93722.

 

Our website; www.ameriguardsecurity.com and www.transportus.us

 

Employees

 

As of December 31, 2023, AGS had 203 full-time employees, 157 of these employees are represented by collective bargaining agreements and TUS had 35 full and part-time employees. The Company considers relations with its employees to be very good.

 

Our Industries

 

Security

 

Security guard and related services in the US is comprised of over 11,000 companies and 900,000 officers. We compete with top firms, such as Allied Universal, Securitas, G4S and Prosegur Security, which control the majority of the industry. AGS revenue at approximately $20 million in annual revenue places it in a strong competitive position.

 

We believe that the top 40 companies have the resources to harness technology, to expand their business into related services other than guard services. Companies with over $50 million in revenue have, over the last 10 years, experienced steady growth while those guard companies under $20 million, the remaining 9,900 firms, have experienced declining revenues. We believe that the principal reason for this is the steady diversification of security services away from the traditional guard services to areas of utilization of technology requiring capital. Along with this, we believe that the profitability challenges below $20 million annual sales are much more difficult than above $50 million is sales, largely due to the significant economies of scale achieve at the higher revenue levels.

 

The proliferation of technology while increasing efficacy in performance and inevitably lower costs in the future, the impact on the contract security industry will likely have mixed results – positive for companies who harness technology into their service delivery strategies – and negative for those companies who fail to invest in or adopt these service-enhancing capabilities. Despite the advances in the U.S. contract guarding business over recent years, there remains a question as to the industry’s viability in view of the increasing trend for integrating manned services with security systems (i.e. security video, access control and monitoring) along with the emergence of other new smart technology options and solutions (i.e. robotics, drones, cybersecurity and crowd sharing alert notification).

 

 

The recent merger and acquisition trend, primarily by the major national and international security organizations and fueled by investment and funding from private equity firms, is continuing. The underlying reason for this shift is less obvious and suggests an increasing number of sellers who concluded that their better option was to exit and sell rather than remain in the marketplace and try to compete and organically grow their market share.

 

Despite its low barriers of entry and nominal capital requirements, the security guard business has become more challenging for the smaller owner/operator. The traditionally historic advantage of the smaller operator’s ability to offer relationship-driven customized services is no longer totally sufficient for sustainable growth – especially with the increasing regulatory challenges of the Affordable Care Act, federal and state minimum wage laws, Family Medical Leave Act and state laws (i.e. meal and rest break reporting and now, predictive scheduling).

 

Even stronger local and smaller regional companies are finding it more difficult to protect their client base and grow revenues under increasing regulatory as well as competitive pressures. Larger regional and national organizations are dealing with the regulatory climate while growing market share by leveraging infrastructure, technology, economies of scale with more aggressive pricing and better service reliability. This approach appears to offer a more compelling value proposition from the client’s perspective, which seems evident by the higher client retention rates reported by the major security companies.

 

However, this consolidation trend may not be inevitable for the future as newer, more tech-savvy owner/operators enter the business and recognize how to adopt best practices with a variety of sophisticated third-party software platforms and applications to help level the playing field. These include talent management and on-boarding applications to attract, hire and maintain a more skilled and reliable workforce; integrated labor management platforms to control scheduling, compliance, operations, payroll, billing and financial reporting; and state-of-the-art social media marketing applications.

 

The contract security industry should now be able to more effectively capitalize on and penetrate opportunities in a $20 billion in-house market – especially for those companies who have invested and integrated technology into a more highly reliable ecosystem of protective services.

 

For the foreseeable future, the U.S. manned guarding business seems likely for continued sustainable growth. While the technology/manpower ratio may shift the revenue mix going forward, based on today’s currently expanding U.S. economy, the prospects for an aggregate growth rate of four percent or more seem realistic and perhaps even conservative, especially for ownership who have prudently invested in technology enhancements to their core guarding operations.

 

Providing these strategies can yield an attractive ROI, increase operating profits (EBITDA ranges of four to six percent and higher) and enterprise valuations, this industry seems not only viable but also opportune for further investment consideration.

 

(The above industry data taken from https://www.nasco.org/wp-content/uploads/2021/08/2021-Bob-Perry-Contract-Security-Industry-White-Paper-1.pdf)

 

Non-Emergency Medical Transportation

 

The non-emergency medical transportation (NEMT) industry is a fast-growing industry. A review of multiple publications available online indicates the North American market was approximately $6.4 billion in 2022 with a compound annual growth rate of between 7.5% and 9%. This provides TUS with a market of approximately $7.6 billion in 2024. As a relatively new company, it is positioned to grow rapidly in the governmental NEMT market and is focused on expanding its market share in southern CA.

 

TUS has an excellent reputation in the industry and will take advantage of this status as it bids on contracts moving forward. TUS will continue to focus on providing high quality service with our excellent staff and improving the quality of our fleet. Taking advantage of the capital markets available to AGSS, TUS will be able to enter more markets and be very competitive and profitable.

 

 

ITEM 1A. RISK FACTORS

 

AS A SMALLER REPORTING COMPANY, WE ARE NOT REQUIRED TO PROVIDE A STATEMENT OF RISK FACTORS.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

None.

 

ITEM 1C. CYBERSECURITY.

 

We have a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

 

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

 

Cybersecurity Governance

 

Our board of directors, in considering cybersecurity risk as part of its risk oversight function, oversees management’s implementation of our cybersecurity risk management program. Our board of directors receives reports from management on our cybersecurity risks. In addition, management updates our board of directors, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.

 

Our management team is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in the IT environment.

 

ITEM 2. PROPERTIES

 

The Company’s corporate headquarters is located at 5470 W. Spruce Avenue, Suite 102, Fresno CA. The lease is currently month to month. Landlord has not indicated a desire for a new lease. Our lease payments are a total of $55,767 for the entire term (or, $4,230 per month). The Company believes that this rent expense is reasonable and comparable to the rent that would be charged to a third party.

 

 

ITEM 3. LEGAL PROCEEDINGS

 

Involvement in Certain Legal Proceedings

 

To our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has:

 

●

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses)

 

●

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 

●

been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

●

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

●

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

As of December 31, 2023, there are three employment issues pending. The issues revolve around terminated employees alleging the Company has failed to pay minimum wages, sick pay wages, meal period violations, rest period violations, wage statement violations and violation of the unfair business practices act. A lawsuit has been filed in the Fresno County Superior Court, but it is early in the process and the attorneys cannot comment on the merits at this time. The Company believes the suit has no merit and intends to resolve it before a trial, if possible.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

As of the date of this report, the Company’s common stock is quoted on OTC Markets, symbol AGSS.

 

The high and low bid prices of our common stock following such date is as follows:

 

Quarter Ended		High				Low
March 31, 2023		$	1.60			$	1.30
June 30, 2023		$	.739			$	.699
September 30, 2023		$	.64			$	.64
December 31, 2023		$	.85			$	.76

 

The last reported sales price of our common stock on the OTC Markets on May 1, 2025, is $.30.

 

Authorized Capital Stock

 

Our authorized capital stock consists of five hundred million (500,000,000) shares of common stock, par value $0.001 per share. Immediately after giving effect to the Merger and related transactions, there were 94,917,302 shares of our common stock issued and outstanding.

 

Dividend Policy

 

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends

 

Holders

 

As of December 31, 2023, there were 94,971,302 shares of common stock issued and outstanding, which were held by 95 stockholders of record.

 

Transfer Agent

 

The transfer agent for our common stock is V-Stock Transfer, and its telephone number is (727) 289-0010.

 

Equity Compensation Plans

 

We do not have any equity compensation plans.

 

Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers

 

None.

 

ITEM 6. SELECTED FINANCIAL DATA.

 

Smaller reporting companies are not required to provide the information required by this Item 6.

 

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This Item 7 contains forward-looking statements. Forward-looking statements in this Annual Report on Form 10-K are subject to a number of risks and uncertainties, some of which are beyond our control. Our actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which we are not currently aware or which we currently deem immaterial could also cause our actual results to differ, including those discussed in the section entitled “Forward-Looking Statements” included elsewhere in this Annual Report.

 

Management’s Discussion and Analysis should be read in conjunction with the financial statements included in this Annual Report on Form 10-K (the “Financial Statements”). The financial statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.

 

The following discussion of the Company’s financial condition and the results of operations should be read in conjunction with the Financial Statements and footnotes thereto appearing elsewhere in this Report.

 

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that in addition to the description of historical facts contained herein, this report contains certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) regulatory, competitive and contractual risks; (c) development risks; (d) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth, and (e) unknown litigation.

 

Corporate Structure

 

As previously mentioned, on December 9, 2022, AGSS executed a reverse merger with AmeriGuard resulting in AGSS becoming the sole owner of AmeriGuard. This merger establishes AGSS as a company operating a viable guard company with annual sales of approximately $24,000,000. It also is in the position to access the capital market to generate the capital needed to begin its growth strategy of mergers and acquisitions within the security industry.

 

On October 20, 2023, the Company executed a share purchase agreement to acquire TransportUS Inc. This brings the second entity under the ownership and management of AGSS. TransportUS Inc., adds an opportunity to increase revenues in the more profitable federal contracts requiring non-emergency medical transportation. As mentioned earlier, this industry is projected to grow at 9% year over year through 2032. AGSS will be a strong participant in the industry and will grow via contract awards and additional acquisitions within the industry.

 

AGSS continues developing the leadership team needed for success. We have in place a CEO with 20 years of experience in our industry and has been very successful in the government contracting market. Our new CFO has 20 years of experience in improving business performance as well as organizational growth across various sectors. Our Senior Controller has over 35 years of business finance experience, the last 15 of which he has been focusing on organizational development consulting across multiple industries, and an Operations team on the east coast managing IT and our federal contracts. We have an exclusive contract with Think Equity a New York Investment Banking Firm, and we have engaged legal and SEC compliance professionals. We have a Board of Directors with Wall Street and government security experience making us well positioned to aggressively grow the business.

 

 

Results of Operations for the fiscal year ending December 31, 2023

 

Revenues and Cost of Services

 

For 2023 the Company experienced a 15.9% overall decrease in operational revenue, totaling approximately $3,977,000. The majority of the decline, approximately $4,600,000, was from the contract with the Environmental Protection Authority, EPA, that ended in May 2023. The result was only 5 months of revenue in 2023 compared to 12 months in 2022. This loss of revenue was offset by the revenue from the consolidation of TUS. The total revenue for TUS was approximately $920,000. The remaining $297,000 decline was experienced in the commercial services market, as businesses are facing declining sales and increasing costs, reduced security guard hours in 2023.

 

The total cost of goods sold saw a decline of approximately $2,784,000, a 12.7% decline as expected. This decline reflects the cost reduction due to the ending of the EPA contract, against a slight increase in direct labor costs due to the inflation rate experienced in 2023. Most direct expense categories within the Cost of Services section saw a decline from 2022 due to the ending of the EPA contract. Salaries and benefits declined approximately $670,000, sub-contractor expenses declined approximately $2,140,000, Training and supplies expense declined approximately $116,600. The only cost of goods sold category that increase was vehicle expenses from adding TUS. Vehicle expense increased approximately $138,000.

 

For the federal guard contracts, as the costs of labor increases within the unionized contract so does the revenue. For the Commercial operations there is a lag between cost increases and service rate increases. It continues to be our practice to adjust service rates annually in the month of February. Although we did increase our billing rates for new contracts during 2023, the existing companies did not see a rate increase since February 2023. As noted, the demand for guard services declined during 2023, and the increased cost of these services are out of line with the needs of the market. As AGS deals with the increases cost of labor, the customers are experiencing similar cost pressures and are less willing to pay for our traditional services. The conflict of AGS needing to raise services fees and customers needing to pay less has created a challenge in the market. As a result, AGS has shifted its approach to protecting business assets from the traditional standing guard to technology and patrol services. AGS has established a 24-hour dispatch department to monitor activity and direct patrol officers to the problem locations. Our patrol officers respond to all alarms regardless of cause within 15 minutes of activation. This is a cost effect way for businesses to have protection without the high expense of a posted guard. This is an area of service we are continuing to expand.

 

Currently, we have four federal contracts continuing into 2024, that approximated 96% of our total services revenue for the year ended December 31, 2023. All federal contracts are awarded with a term of 5 years, with annual renewals. At the end of each contract year the government has the option to renew, cancel or renegotiate. Our four contracts and their respective terms are as follows:

 

	●	Social Security Administration, NSC		-	September 2022 through September 2027 Annual Revenue of approx. $5.8M
	●	Social security Administration, SSC		-	June 2022 through June 2027 Annual Revenue of approx. $5M
	●	Social Security Administration, WBDOC		-	June 2021 through July 2026 Annual Revenue of approx. $3M
	●	Veterans Administration – Long Beach CA		-	Feb 2019 through June 2024 Annual Revenue of approx. $4.4M

 

As with all professional service industries the vast majority of expense in with direct labor and expenses associated with that labor. We are not an exception. Our direct expenses average around 91% of revenues. Total cost of services was approximately $19,170,000 in 2023 and approximately $21,950,000 in 2022.

 

 

Operating Expenses and Other Expense

 

Operation expense increased in 2023 over 2022 by approximately $1,153,000. The largest category of increases was in administrative salaries and related payroll expenses, of approximately $442,000. Ninety percent of this increase was due to the establishment of the required IT department and an east coast operations group (mid-2022) along with a new Human Resource department (2023). Professional services experienced an increase of approximately $102,000. A portion of this increase, $65,000, was due to the audit requirements of TransportUS Inc. prior to acquisition, the remainder due to the cost associated with a full year of quarterly filings that required professional review. Two other expense categories that experienced an increase over 2022 were Staff Training and Livescan fees. These two experienced a combined increase of approximately $178,000. This is due to the strategic decision to close a separate Training Company operating in Maryland and making it a division of AGS. This resulted in all of the operating expenses of the closed company being added to AGS normal operations. Loan interest expense also saw an increase of approximately $171,000 due to a full year of interest for the shareholder buyout loan, along with additional loan interest and borrowing fees occurred in the 4^th quarter. Communication expenses increased by approximately $24,000 due to an increase in cell phones provided for the use of new technology along with related costs of geo tracking. General liability insurance increase by approximately $73,000 due to adding TUS and general increase experience in CA. License and permit expenses increased approximately $63,000 due to the timing of renewals of multi-year licenses. Finally, General and administrative expenses increased approximately $136,000 primarily from increases in bank fees, outside services, rent, and office supplies.

 

At this time, our operating structure and current level of expense can handle twice the revenue stream with minor increases to our operating overhead expenses. This allows the entire gross profit of any new contract or company acquisition to go straight to the bottom line, providing a consistent return on investment.

 

Net (Loss) from Operations and Other Income

 

The Company experienced a significant net loss from operations of $2,428,681 for the year ending December 31, 2023, compared to a minor loss of $82,311 for the year ending December 31,2022. The cause of this loss was the gross profit margin lost due to the end of the EPA contract and the expenses increase described above. Other income increased over $2.5 million due to the Employee Retention Tax Credit received by AGS in June 2023. Bringing the final Net Income to $103,616 for 2023 compared to a $426,416 loss for 2023.

 

Liquidity and Capital Resources

 

The Company’s principal sources of liquidity include cash from operations and proceeds from debt financing. During the year ended December 31, 2023, operations generated net cash increase of $87,715 while cash used from investing activities during the same period was $46,207 with cash provided from financing activities was $1,072,386. Resulting in a net cash increase of $938,464 for 2023. The net decrease in cash for 2022 was approximately $902,000.

 

The main source of cash from financing activities was a short-term accounts receivable loan received in December in the amount of $1,074,160. Financing activities usage was SBA loan payments of $74,174. The main use of cash in investing activities was used for operations.

 

On December 31, 2023, the Company had cash on hand of $2,166,118, with total current assets of $4,147,519.

 

Moving Forward

 

During the past eighteen months we have worked diligently to set up our corporate structure and systems and implement our strategy as a public company to expand our business. Our current overhead expense structure has the capacity to manage two to three times the revenues from one of two strategic sources.

 

 

Our first source is to continue our historical path of seeking organic growth through bidding and winning contracts that meet our criteria. We are confident with our history of excellent service and strategic bids that we should add new contracts to the company.

 

Our second source of growth is merger and acquisition. Now that we have the capital market available to us and our industry is positioned for long-term growth, now is the time. The security industry continues to grow in opportunity, and at the same there’s a lot of consolidation occurring. We plan to strategically acquire others and quickly double our revenues with one or two key acquisitions. The net profit from these acquisitions would positively impact our bottom line.

 

There are also potential acquisition opportunities in several other industries that could fit our business model. Those include transportation, cyber security, private security, ammunition manufacturing, and surveillance.

 

Management is very positive regarding profitable operations for the next twelve months based on the following:

 

●

Both industries that AGSS currently operates in are growing industries.

 

	●	The security industry is somewhat recession proof.
	●	The non-emergency transportation market is growing at an annual rate of over 7.5%.
	●	There are over 10,000 security companies operating in our market, with 50% available for acquisition.

 

●

Our management team, Board of Directors and supporting equity professionals can get the job done.

 

●

We have been and will continue to be a company that is very conservative with our resources and will use every possible dollar to provide strength and good return to our investors.

 

●

We are in it for the long haul.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company and are not required to provide the information required by this item.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Our consolidated balance sheets, as of December 31, 2023, and 2022, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and 2022, together with the related notes and the report of our independent registered public accounting firm, are set forth on the “F” pages of this report.

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the “Exchange Act”) that are designed to ensure that information that would be required to be disclosed in the Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2023, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended. The Company appointed an independent audit committee June 14, 2023.

 

The Company has restated its previously issued consolidated financial statements for the fiscal years ended December 31, 2022 and 2023 due to the disbarment of its former independent registered public accounting firm, BF Borgers by the U.S. Securities and Exchange Commission (SEC). As a result, the Company engaged a new independent auditor, Bush & Associates CPA, LLC to reaudit the affected prior-year financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB). BF Borgers’s reports on AGSS’s financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the re-audit it was discovered that the company had an improper application of ASC 805 (Business Combinations) for it’s October 20,2023 acquisition of TransportUS.

 

Internal Control over Financial Reporting and Attestation Report of Registered Public Accounting Firm

 

This annual report does not include a report of management’s assessment regarding internal control over financial reporting (“ICFR”) or an attestation report of the Company’s independent registered public accounting firm on ICFR due to a transition period established by rules of the Securities and Exchange Commission (the “SEC”) for newly public companies. The SEC has adopted a transition period permitting a newly public company to wait until its second annual report to comply with Section 404(a) of Sarbanes-Oxley Act of 2002 (“SOX”). After that point, issuers that are emerging growth companies, or are not large, accelerated filers or accelerated filers are exempt from the requirements of SOX 404(b). As such, if the Company continues to satisfy as being an emerging growth company or other exemption standards as listed above, it will continue to be exempted from filing attestation report of the Company’s independent registered public accounting firm regarding ICFR.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not applicable.

 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

Set forth below is information regarding our directors and executive officers as of December 31, 2023:

 

The following persons are executive officers and directors upon completion of the Merger, and hold the positions set forth opposite their respective names, including shares held.

 

Name		Age		Position		Common shares held				Percentage of Class(1)
Lawrence Garcia		51		Chairman of the Board, President and Chief Executive Officer Chief Operating Officer, Chief Marketing Officer, Secretary, Treasurer and Director			82,078,125				86.47	%
Michael Goosen, CPA		62		Former Chief Financial Officer			2,671,875				2.81	%
Douglas Anderson*		61		Director			3,515,625				3.70	%
Russel Honore’		76		Director			562,500				.59	%

 

	(1)	Based on 94,917,302 shares of common stock outstanding as of December 31, 2023
	*	Appointed December 2023

 

Lawrence Garcia is the CEO and President of AmeriGuard Security Service, Inc incorporated in state of California in 2002. Lawrence is a disabled veteran of the United States Navy and of Hispanic dissent. He has led the company from a small local guard company to a national company currently managing five Federal Government armed guard contracts with annual revenue of over $24 million. Mr. Garcia has twice been named, “Businessman of the Year” in the State of California.

 

Michael Goossen, CPA is the former Chief Financial Officer of AmeriGuard Security Services, Inc., a California Corporation. Michael has been a CPA since 1986, has worked in multiple industries as a CFO and CEO. During the past 20 years he has been providing small business consulting, offering CFO services and executive leadership development. Michael began working with AmeriGuard as a CFO consultant and business development strategist 3 years ago and became the full time CFO for AmeriGuard in August 2022.

 

Douglas Anderson, Board Director. Mr. Anderson is the CEO of Wall Street Capital Partners and has been involved in or exposed to most aspects of corporate finance with over 20 years on Wall Street. Prior to his work in corporate finance, he served in the U.S. Marine Corps, including the elite Marine Reconnaissance Battalion. He held a Top-Secret clearance while serving operationally in the U.S. State Department at American Embassies overseas, as well as at the U.N. in New York, where he participated in Security Enhancement programs. Mr. Anderson was formally trained on Wall Street as an Underwriter. He has been interviewed and broadcast nationally and internationally, many times as an expert both on NASDAQ and at the NYSE. Mr. Anderson earned his undergraduate degree from the University of Washington and postgraduate graduate education includes executive education from Harvard in Finance and Texas A&M in Agriculture Science. Mr. Anderson has served as an Advisor, Director, public company CEO and public company Board Director over his career.

 

 

General Russel Honore’, Board Director. General Russel Honore is a decorated 37-year army veteran and a global authority on leadership, disaster management, and climate preparedness. At the request of the Speaker of the House, the General led Task Force 1-6 Capitol Security Review to improve Capitol security following the attacks on January 6, 2021. As the commander of Joint Task Force Katrina, he became known as the “Category 5 General” for his leadership in coordinating military relief efforts in post-hurricane New Orleans. General Honore knows that the future of our national security depends on protecting our environment, and he’s fighting for a brighter future for us all. A Louisiana native, he founded GreenARMY, a coalition of environmental experts and advocates, to protect against pollution while fighting climate change and the natural disasters it causes. During his military career, General Honore held numerous commands, including Vice Director for Operations for the Joint Chiefs of Staff and Commander of the Standing Joint Force Headquarters-Homeland Security.

 

Term of Office

 

Our directors are appointed to hold office until the next meeting of our shareholders or until removed from office in accordance with our bylaws.

 

Family Relationships

 

There are no family relationships between any of our directors or executive officers.

 

Our directors do not hold any directorships in other reporting companies and does not qualify as an “independent director” under the Rules of NASDAQ, Marketplace Rule 4200(a)(15).

 

To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) have:

 

(a)

had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

 

(b)

been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

 

(c)

been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

 

(d)

been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

Director or Officer Involvement in Certain Legal Proceedings

 

To our knowledge, our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

The Company is not subject to Section 15(d) of the Securities Exchange Act Exchange Act.

 

 

Code of Ethics

 

A code of business conduct and ethics is a written standard designed to deter wrongdoing and to promote (a) honest and ethical conduct, (b) full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, (c) compliance with applicable laws, rules and regulations, (d) the prompt reporting violation of the code and (e) accountability for adherence to the code. We are not currently subject to any law, rule or regulation requiring that we adopt a code of ethics; however, we intend to adopt one in the near future.

 

Board of Directors

 

All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. Officers are elected by and serve at the discretion of the board.

 

Our directors are reimbursed for expenses incurred by them in connection with attending board meetings and receive a monthly honorarium for serving on the board.

 

Lawrence Garcia, CEO and majority Shareholder, is our only non-independent director.

 

Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

 

	●	the director is, or at any time during the past three years was, an employee of the Company;
	●	the director or a family member of the director accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
	●	a family member of the director is, or at any time during the past three years was, an executive officer of the Company;
	●	the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
	●	the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity; or
	●	the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the company’s audit.

 

Compensation committee

 

The board of directors established a compensation committee as required by Sarbanes-Oxley Act. The committee will make compensation recommendations to the board.

 

 

2024 Equity Incentive Plan

 

Our Board of Directors and stockholders owning a majority of our outstanding shares plans to adopt an Equity Incentive Plan during 2024. Details of the plan will be developed with the input of the Board of Directors along with the then established compensation committee.

 

Code of Ethics

 

We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.

 

ITEM 11. EXECUTIVE COMPENSATION

 

Executive positions and salaries:

 

Name and Position		Year		Salary ($)		Bonus ($)		Other Compensation ($)		Total ($)
Lawrence Garcia - CEO		2023		188,351		50,000		21,279		259,630
		2022		146,551		-		21,279		167,830
Michael Goosen, CPA - Former CFO		2023		150.000		20,000		1,038		171,038
		2022		134,250		-		650		134,900

 

Employment Agreements

 

As of December 31, 2023, there are no employment agreements in place. It is the intention of ownership to rely on the recommendation of the compensation committee appointed by the Board of Directors.

 

Outstanding Equity Awards at Fiscal Year-End

 

There were no outstanding equity awards held by our officers as of December 31, 2023.

 

Long-Term Incentive Plans and Awards

 

There were no awards made to a named executive officer in fiscal 2023 and 2022 under any long-term incentive plan.

 

Director Compensation

 

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors.

 

Payments to Directors totaled $121,000 for the year ended December 31, 2023, and $24,000 for the year ended December 31, 2022.

 

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. All share ownership figures include shares of our Common Stock issuable upon securities convertible or exchangeable into shares of our Common Stock within sixty (60) days of March 20, 2024, which are deemed outstanding and beneficially owned by such person for purposes of computing his or her percentage ownership, but not for purposes of computing the percentage ownership of any other person.

 

Name and Address		Beneficial Ownership				Percentage of Class(1)
Lawrence Garcia			80,578,125				86,26	%
Michael Goossen, CPA			2,671,875				2.86	%
Douglas Anderson*			3,515,625				3.76	%
All officers/directors as a group (3 people)			86,765,625				92.88	%

 

	(1)	Based on 94,471,302 shares of common stock outstanding as of March 20, 2024.
	*	Appointed on December 09, 2022.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

Related Party Transactions

 

As of December 31, 2023, the subsidiary TransportUS Inc., has a note receivable from AmeriGuard Security Systems, Inc. (SYS). SYS is a California Corporation, owned 100% by Lawrence Garcia, the majority shareholder of AGSS. See financial statement Note 3 for additional information.

 

Independence of the Board of Directors

 

For a director to be “independent” under these standards, the Board must affirmatively determine that the director has no material relationship with us, either directly or as a partner, shareholder, or officer of an organization that has a relationship with us. Applying corporate governance standards, and all other applicable laws, rules and regulations, the Board of Directors has determined that one of our directors is independent. This does not constitute an independent board of directors.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

We were billed by BF Borgers CPA PC, our independent public accountants, for the following professional services it performed for us during the fiscal year ended December 31, 2023, and 2022, as set forth in the table below:

 

		2023				2022
Audit Fees		$	115,500			$	59,400
Audit Related Fees		$				$
Tax Fees		$				$
All other fees		$	79,500			$	44,000
TOTAL FEES		$	195,000			$	103,400

 

 

Audit Fees — This category includes the audit of our annual financial statements and services that are normally provided by the independent auditors in connection with engagements for those fiscal years.

 

Audit-Related Fees — This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”.

 

Tax Fees — This category consists of professional services rendered by the Company’s independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

 

All Other Fees — This category consists of fees for other miscellaneous items such as financial statements reviews and quarterly filing reviews.

 

Pre-Approval Policies and Procedures

 

All of the services rendered to us by our independent registered public accountants were pre-approved by the Board.

 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) The following documents are filed as part of this report:

 

Financial Statements

 

The following financial statements of Ameriguard Security Services, Inc. and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this report:

 

		Page
Report of Independent Registered Public Accounting Firm		F-2
Audited Consolidated Balance Sheets as of December 31, 2023 and 2022		F-4
Audited Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022		F-5
Audited Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022		F-6
Audited Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022		F-7
Notes to Audited Consolidated Financial Statements		F-8

 

(b) Exhibits

 

See the Exhibit Index following the signature page of this report, which Index is incorporated herein by reference.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	AMERIGUARD SECURITY SERVICES, INC.
Date: May 8, 2025	By:	/s/ Lawrence Garcia
		Name:	Lawrence Garcia
		Title:	Chief Executive Officer
			(principal executive officer)
Date: May 8, 2025	By:	/s/ Jason Bovell
		Name:	Jason Bovell
		Title:	Chief Financial Officer
			(principal financial officer and principal accounting officer)

 

 

AMERIGUARD SECURITY SERVICES, INC.

Exhibit Index to Annual Report on Form 10-K

For the Fiscal Year Ended December 31, 2023

 

Exhibit No.		Description
3.1		Certificate of Incorporation of AMERIGUARD SECURITY SERVICES, INC., as amended (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 14, 2022).
3.2		Amended and Restated By-Laws of AMERIGUARD SECURITY SERVICES, INC. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 14, 2022).
3.3		Articles of Incorporations AmeriGuard Security Services, Inc. (AmeriGuard) (California) (incorporated by reference to Exhibit 3.3 to the Form 8-K filed on December 14, 2022).
3.4		Bylaws AGS, Inc. (AmeriGuard) (California) (incorporated by reference to Exhibit 3.4 to the Form 8-K filed on December 14, 2022).
21.1*		Subsidiaries of the Company- Ameriguard Security Services, Inc. (California)
23.1*		Consent of Independent Registered Public Accounting Firm
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		Interactive data files pursuant to Rule 405 of Regulation S-T
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

 

*

Exhibits filed herewith.

 

 

Index to Financial Statements

 

		Page
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets as of December 31, 2023, and 2022		F-4
Statements of Operations for the Years Ended December 31, 2023, and 2022		F-5
Statement of Shareholders’ Deficit for the Two Years Ended December 31, 2023		F-6
Statements of Cash Flows for the Years Ended December 31, 2023, and 2022		F-7
Notes to the Financial Statements for the Years Ended December 31, 2023, and 2022		F-8

 

 

Report of Independent Registered Public Accounting Firm

 

Board of Directors and Shareholders

Ameriguard Security Services, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Ameriguard Security Services, Inc. as of December 31, 2023 and 2022, and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes to the financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Ameriguard Security Services, Inc. as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note 2 to the financial statements, certain errors resulting in an understatement of previously reported loss for the years ended 2023 and 2022 were discovered by us during the current year. Accordingly, the 2023 and 2022 financial statements have been restated to correct the misstatement.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Ameriguard Security Services, Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole8, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

 

Business Combination

 

As discussed in Notes 6 of the financial statements, the Company’s total goodwill amount was approximately $1.8 million on December 31, 2023.

 

We identified the Company’s goodwill as a critical audit matter due to the significant judgment and estimation involved in management’s annual impairment assessment. Specifically, the evaluation of goodwill for the TransportUS reporting unit required the use of unobservable inputs and complex assumptions, including forecasts of future economic and market conditions, revenue growth rates, profit margins, and the selection of an appropriate discount rate. These factors, along with the sensitivity of the impairment analysis to changes in key assumptions, resulted in a high degree of auditor effort and subjectivity in evaluating the audit evidence obtained.

 

Our audit procedures to address this critical audit matter included, among others:

 

●

Assess the methodologies and significant assumptions used by management in estimating the fair value of the reporting unit, including the application of the discounted cash flow (DCF) model.

 

●

Test the completeness and accuracy of the underlying data used in the impairment analysis.

 

●

Evaluate the qualifications and objectivity of the valuation specialists engaged by management and the appropriateness of key inputs, such as the discount rate and long-term growth projections.

 

●

Perform sensitivity analyses to assess how changes in significant assumptions could affect the estimated fair value and the potential for impairment

 

/s/ Bush & Associates CPA LLC

 

We have served as the Company’s auditor since 2024.

 

Henderson, Nevada

May 8, 2025

PCAOB ID Number 6797

 

 

AmeriGuard Security Services, Inc.

CONSOLIDATED BALANCE SHEETS

 

		Restated December 31,				Restated December 31,
		2023				2022
Assets
Current Assets
Cash		$	2,166,118			$	1,227,654
Accounts Receivable, Net (note 3)			1,583,379				1,869,268
Current Portion Related Party Note Receivable (note 4)			9,300				-
Prepaid Expenses			327,147				110,829
Deposits			61,575				-
Related Party Receivable (note 5)			-				-
Total Current Assets			4,147,519				3,207,751
Other Non-Current Assets
Fixed Assets, Net Depreciation (note 7)			574,114				298,806
Related Party Note Receivable (note 4)			340,700				-
Operating Lease (note 8)			977,600				241,786
Goodwill (note 6)			1,795,406				-
Total Non-Current Assets			3,687,820				540,592
Total Assets		$	7,835,340			$	3,748,343
Liabilities
Current Liabilities
Accounts Payable		$	449,921			$	761,515
Accrued Interest Due (note 11)			-				49,035
Accrued Payroll			626,694				737,143
Deferred Revenue (note 9)			722,327				-
Payroll Liability - Pension (note 10)			507,792				453,965
Deferred Liability Subsidiary (note 6)			1,140,000				-
Current Portion Operating Lease (note 8)			269,230				88,245
Current portion of notes payable (note 11)			2,160,347				719,563
Total Current Liabilities			5,876,311				2,809,466
Long Term Liabilities
Long Term Portion of Notes Payable (note 11)			2,034,493				2,782,784
Operating Lease (note 8)			708,369				153,541
Total Liabilities			8,619,173				5,745,791
Stockholders’ equity
Common stock, $.001 par value, 94,917,302 shares issued and outstanding at December 31, 2023 and 2022 (Note 12)			1,268,346				158,346
Retained earnings/(deficit)			(2,052,179	)			(2,155,794	)
Total Stockholders’ Equity			(783,833	)			(1,997,448	)
Total Liabilities and Stockholders’ Equity		$	7,835,340			$	3,748,343

 

See accompanying notes to financial statements

 

 

AmeriGuard Security Services, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

For the Years Ending

 

		Restated December 31,				Restated December 31,
		2023				2022
Revenue
Services		$	20,852,372			$	24,643,096
Discounts and allowances			(97,711	)			-
Other operational income			215,066				304,305
Total Revenue			20,969,727				24,947,401
Cost of Services
Salaries and related taxes			14,531,795				15,030,738
Employee benefits			2,881,774				3,052,774
Sub-Contractor payments			1,331,446				3,467,391
Training and direct expenses			85,861				202,826
Vehicles and equipment expenses			333,464				194,889
Total Cost of Services			19,164,340				21,948,618
Gross Margin			1,805,387				2,998,783
Operating Expenses
Salaries, payroll taxes and benefits			1,604,520				1,161,982
Vehicle expense			388,201				441,732
Professional services			463,524				361,314
Communication services			130,538				106,382
General liability insurance			160,431				87,119
Advertising and marketing			140,203				128,544
Staff training			183,704				75,802
Livescan services fees			125,815				56,261
Licenses and permits			104,381				43,128
General and administrative expenses			605,686				470,077
Loan interest			277,205				105,826
Depreciation expense			49,861				42,927
Total Operating Expenses			4,234,069				3,081,094
Net Income/(Loss) from Operations			(2,428,682	)			(82,311	)
Other Income (Expenses)
Other Income			3,336,670				-
Other (Expense) Operational			(775,115	)			(344,105	)
Loss on Deferred Liability Subsidiary			(30,000	)			-
Total Other Income/(Expense)			2,531,555				(344,105	)
Net Income/(loss) before Income Taxes			102,873				(426,416	)
Income tax expense			(742	)			10,350
Net Income/(loss)		$	103,615			$	(436,766	)
Net Income/(loss) per Common Share - Basic and Diluted		$	0.0011			$	(0.0046	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted			94,917,302				94,917,302

 

See accompanying notes to financial statements

 

 

AmeriGuard Security Services, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY /(DEFICIT)

 

FOR THE TWO YEARS ENDED December 31, 2023

 

		Common Stock								Preferred Stock								Additional Paid-In				Stockholders’				Total Stockholders’
		Shares				Amount				Shares				Amount				Capital				Equity				Equity
Balance, December 31, 2021			2,743,302			$	69,346				675,000			$	10,000			$	9,976,045			$	(7,570,828	)		$	2,484,563
Owner draws (pre-merger)			-				-				-				-				-				(62,825	)			(62,825	)
Shareholder buyout (note 9)			-				-				-				-				(3,384,950	)			-				(3,384,950	)
Retained Deficit of merger with related entity			-				-				-				-				-				(97,470	)			(97,470	)
Equity Merger with AGSS			89,999,000				89,000				-				(10,000	)			(579,000	)							(500,000	)
Cancelation and conversion of preferred stock			675,000								(675,000	)															-
Net (Loss) for year ended December 31, 2022			-				-				-				-				-				(436,766	)			(436,766	)
Balance, December 31, 2022			93,417,302			$	158,346				-			$	-			$	6,012,095			$	(8,167,889	)		$	(1,997,448	)
Equity purchase of TransportUS Inc, (note 10)			1,500,000				1,500				-				-				1,108,500				-				1,110,000
TransportUS Inc. Stockholders Equity (note 11)			1,000				1,000																				1,000
TransportUS Inc. Shares retired			(1,000	)			(1,000	)			-				-				-				-				(1,000	)
Net Income for year ended December 31, 2023							-												-				103,615				103,615
Balance, December 31, 2023			94,917,302			$	159,864				-			$	-			$	7,120,595			$	(8,064,274	)		$	(783,833	)

 

See accompanying notes to financial statements

 

 

AmeriGuard Security Services, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

For the Years Ending

 

		Restated December 31,				Restated December 31,
		2023				2022
Cash Flows from Operating Activities
Net Income/(Loss)		$	103,615			$	(436,766	)
Adjustment to reconcile net loss from operations:
Changes in Operating Assets and Liabilities
Accounts receivable, net			501,206				345,929
Prepaid insurance			(132,948	)			(2,945	)
Deposits			(28,575	)			-
Accounts payable			(445,405	)			343,173
Accrued Interest			(49,035	)			49,035
Accrued Payroll			(110,449	)			79,402
Deferred revenue			(30,000	)			-
Payroll liability - Pension			24,017				(162,614	)
Depreciation			49,861				42,927
Gain/(Loss) on Deferred Liability - Subsidiary			30,000
Operating Lease Liability			735,812				(79,358	)
Operating Lease Asset			(735,814	)			79,357
Net Cash (Used)/provided in Operating Activities			(87,715	)			258,140
Cash Flows (Used)/Provided from Investing Activities
Purchase of Fixed Assets, Net Retirements			(45,702	)			(6,043	)
Building Improvements			(505	)			(224,132	)
Net Cash Used by Investing Activities			(46,207	)			(230,175	)
Cash (Used)/Provided from Financing Activities
Note Receivable			307,493				-
Financed Capital			766,667				-
Payment for Shareholder buyout			-				(686,990	)
Loan Principal Payments			(74,174	)			(180,298	)
Cash Received from Acquisition			72,400				-
Owner Distributions (prior to merger)							(62,824	)
Net Cash Provided by Financing Activities			1,072,386				(930,112	)
Net Increase (Decrease) in Cash			938,464				(902,147	)
Cash at Beginning of Period			1,227,654				2,129,801
Cash at End of Period		$	2,166,118			$	1,227,654
Supplemental Cash Flow Information:
Income Taxes Paid		$	(742	)		$	10,350
Interest Paid		$	277,205			$	105,826
Supplemental disclosure of non-cash financing activities:
Shareholder Loan		$	2,697,960			$	3,384,950
Operating leases - right of use asset		$	977,600			$	241,786
Operating leases - lease liability		$	977,599			$	241,786

 

See accompanying notes to financial statements

 

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

AmeriGuard Security Services, Inc. (AGS), was incorporated on November 14, 2002, with an S-Corp tax election. The corporation was incorporated with the issuance of 1,000 shares of no-par value stock held by Lawrence Garcia, President and CEO with 550 shares and Lillian Flores, VP of Operations with 450 shares. AGS provides armed guard services as a federal contractor with licenses in 5 states and provides commercial guard services in California.

 

On July 7, 2021, AGS, entered into an agreement to gain 100% control of Health Revenue Assurance Holdings, Inc (HRAA) a public corporation, incorporated in Nevada, by the purchase of 10,000,000 shares of Preferred A-1 Stock from the seller, Custodian Ventures LLC. The purchase of HRAA allowed the Company to begin plans to consummate a reverse merger with HRAA, becoming a wholly owned subsidiary of a public company. In March of 2022, a Certificate of Amendment was filed with the Nevada Secretary of State, changing the name of HRAA to Ameriguard Security Services, Inc. (AGSS). Shortly thereafter, a stock name and ticker change report was filed with the SEC and the stock ticker of HRAA was changed to AGSS.

 

On December 9, 2022, AGS executed the reverse merger agreement and became the subsidiary of AGSS (the Company). From that point forward, the financial statement filings will be the consolidation of Ameriguard Security Services, Inc, a Nevada company with Ameriguard Security Services, Inc., a California company.

 

On October 20, 2023, the Company executed a share purchase agreement to acquire TransportUS Inc. TransportUS, Inc. was incorporated on October 24, 2018, with an S-Corp tax election. The corporation was incorporated with the issuance of 1,000 shares with no-par par value stock held by Lawrence Garcia, President and CEO. TransportUS Inc. provides human transportation services as a federal contractor, currently providing services in the state of California.

 

The Company’s accounting year end is December 31.

 

Basis of Presentation

 

These consolidating financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles. The financial statements and notes include TransportUS Inc.’s financial results from the fourth quarter, 2023.

 

Risks and Uncertainties

 

The risks and uncertainties described below may not be the only ones we are or may face in the future. If any of the following do occur, our business, financial condition or results of operations could be materially adversely affected.

 

The company receives over 90% of its total revenue from Federal contracts as described in Note 14 below. These contracts have specific terms, typically five years with the opportunity for extension, but there are no assurances they will be extended. Although we have had several extended in the past, there is no guarantee this will again happened in the future. However, there are significant direct expenses for each contract that also are removed from operations at the end of a contract. As a result, the revenue lost from a completed contract does not affect the bottom-line profits in an amount equal to the revenue lost. The actual net income impact depends on the contract.

 

The process required to acquire a government contract takes several months to complete prior to delivery of the proposal to the contracting agency. Due to the time span required to prepare a proposal and winning the contract is not guaranteed, the company maintains a department of individuals who monitor and write proposals for all government contracts that become open for bid on a continuing basis. It is important to the company that new contracts are acquired consistently to maintain and grow annual revenue.

 

Other risks to operations consist of State and Federal regulations, staffing shortages, accelerating inflation, and overall business environment issues we cannot foresee.

 

F-8

 

 

NOTE 2 – Restatement of Previously Issued Financial Statements

 

The Company has restated its consolidated balance sheets as of December 31, 2023 and 2022 and its consolidated statements of operations, consolidated statements of comprehensive loss and consolidated statements of changes in equity for the years ended December 31, 2023 and 2022, along with certain related notes to such restated consolidated financial statements. In addition, the Company has restated its consolidated statement of cash flows for the year ended December 31, 2023.

 

The Company determined that the restatement was necessary after the re-audit conducted by the new audit firm discovered the incorrect application of the acquisition (ASC 805 Business Combinations) on October 20, 2023 of TransportUS by the Company. The restatement corrects errors that were identified as a result of the re-audit, as well as certain other errors that were identified by the Company. In addition, the restatement reflects corrections of certain immaterial errors and certain previously identified errors that were identified by the Company in the normal course of business and were determined to be immaterial, both individually and in the aggregate, when the consolidated financial statements for the year ended December 31, 2013 were originally issued. In connection with the restatement, the Company has determined that it would be appropriate to correct such errors.

 

Error Corrections

 

In 2022 the prior financial statements reflected a combination of both the Company and TransportUS. The re-audit has changed that application and presents the Company separately from the acquisition.

 

For 2023, the re-audit discovered improper valuations of certain assets such as goodwill, deferred liability, an investment in subsidiary asset value and deferred liability of subsidiary.”

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, along with the collectability of some receivables from customers.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2023, and December 31, 2022, the Company had cash and cash equivalents totaling $2,166,118 and $1,227,654 respectively.

 

Accounts Receivable

 

We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and is charged to other bad debt expense. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. With over eighty-seven percent of year end accounts receivable balance from Federal contracts that require payment, and the uncollectable amount historically has been less than 1%. As of December 31, 2023, and 2022, an allowance for estimated uncollectible accounts was determined to be unnecessary.

 

F-9

 

 

Property and Equipment

 

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful life for Machinery and Equipment, and Vehicles is 5 years, with Leasehold improvements useful life is 15 Years.

 

Operating Leases

 

In February 2016, FASB ASU No. 2016-02 established ASC Topic 842, Leases, which sets out the principles for recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. Effective December 31, 2022, we have implemented ASU No. 2016-02 and booked the operating lease asset and the related liability.

 

The Company is a lessee with Enterprise Lease Management for vehicles used in operations, under an all-inclusive master lease. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right-of-use (ROU) asset at the commencement date. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate. The discount rate is the interest rate that equates the present value of future lease payments to the Right-of-Use (ROU) asset or lease liability. The leasehold amortization was calculated using an incremental borrowing rate based on the 7-year risk-free Treasury rate as of January 3, 2024, set at 3.95%. This rate was applied to determine the present value of the lease payments and record the right-of-use asset and lease liability as recorded on the balance sheet as detailed in Note 7.

 

The Company has elected, for all underlying classes of assets, not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement. As of December 31, 2024, the Company does not have any leases that qualify for this election.

 

Net Income/(Loss) per Share

 

Net income/(loss) per common share is computed by dividing net income or loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings/(loss) per common share (“EPS”) calculations are determined by dividing net income/(loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

 

Revenue Recognition

 

The Company recognizes revenue under ASC 606, Revenue from contracts with customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of services to customers in an amount that reflects the consideration to which the company expects to be entitled for those services. There are five steps or qualifiers that determine the timing and amount of Revenue Recognition. Those five steps are:

 

1.

Identifying the contract with a customer.

 

2.

Identifying the performance obligation in the contract.

 

3.

Determine the transaction price.

 

4.

Allocate the transaction price to performance obligations.

 

F-10

 

 

5.

Recognize the revenue when the entity satisfies the performance obligation.

 

The Company generates and recognizes revenue in three sales categories. Those being, Formal Contracts, Sales Agreements and Retail activities. For the retail activities, the revenue is recognized on a cash basis at the time of sale. For the other two categories, the customers are billed at the end of the month the services have been performed.

 

The formal contract and sales agreements stipulate the exact services to be performed and the rate the services are to be billed, as per steps 1, 2 and 3. The Company provides details of services provided with each billing invoice for customer review and approval. Any differences are resolved prior to payment, Step 4. The Company recognizes revenue in the month the services stipulated in the agreement have been provided, Step 5.

 

Ninety eight percent of revenues are billed monthly and recognized in the month the services were provided. Refunds and returns, which are minimal, are recorded as a reduction of revenue. The Company has not recorded a reserve for returns on December 31, 2024, or 2023 since it does not believe such returns will be material.

 

Fair Value of Financial Instruments

 

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

 

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

 

	●	Level 1 - quoted market prices in active markets for identical assets or liabilities.
	●	Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	●	Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amount of the Company’s financial instruments approximates their fair value as of December 31, 2022, and December 31, 2023, due to the short-term nature of these instruments.

 

NOTE 4 – RELATED PARTY NOTE RECEIVABLE

 

As of December 31, 2023, TransportUS held a receivable from a related company, AmeriGuard Security Systems, Inc (AmeriGuard) in the amount of $350,000. The relationship with AmeriGuard relates to the contract the Company holds with the Veteran’s Administration in Long Beach, California. The contract required this relationship with AmeriGuard, at the time of the award. Funds from the contract were shared with AmeriGuard during the first 3.5 years of joint operations, which ended April 2022. As of December 31, 2022, the receivable was adjusted to $350,000 and a note payable from AmeriGuard was executed. The $350,000 note is amortized over 20 years, with a balloon payment December 31, 2032. The interest rate is 6%, with the monthly payment of $2,500. For 2023, the payments were interest only in the amount of $1,750. The note receivable is presented with the current portion of $9,300, and long-term portion of $340,700 for the year ending December 31, 2023.

 

F-11

 

 

NOTE 5 – RELATED PARTY TRANSACTION

 

On July 7, 2021, AGS entered into an agreement to purchase 100% of the Preferred A-1 Stock of Health Revenue Assurance Holdings, Inc. a SEC registered company for $500,000. In March 2022, Health Revenue Assurance Holdings, Inc. name was changed to Ameriguard Security Services Inc. (AGSS). On December 9, 2022, we signed the definitive merger agreement initiating a reverse merger with AGSS, resulting in AGS becoming a 100% owned subsidiary of AGSS. Prior to the merger, AGS funded the operational expenses of AGSS and treated these expenses as related party expenses. These expenses were eliminated when the two companies were consolidated for the financial statement presentation.

 

NOTE 6 – GOODWILL/DEFERRED LIABILITY SUBSIDIARY

 

On October 20, 2023, the Company executed a purchase agreement to acquire TransportUS Inc. TransportUS, Inc. was incorporated on October 24, 2018, with an S-Corp tax election. The corporation was incorporated with the issuance of 1,000 shares with no-par par value stock held by Lawrence Garcia, President and CEO. TransportUS Inc. provides human transportation services as a federal contractor, currently providing services in the state of California.

 

The purchase agreement was to issue 3,000,000 common shares to Lawrence Garcia in exchange for the 1,000 shares held from TransportUS, Inc. The agreement called for the immediate issuance of 1,500,000 shares when the agreement was executed with the remaining 1,500,000 shares to be issued contingent on TransportUS Inc., renewing its current transportation contract with the Veterans Administration in Long Beach California. The award of the contract is expected to occur in 2025.

 

This agreement generated a Goodwill asset of $1,795,406 resulting from the $2,220,000 value of the shares issued for the purchase over the net book value of TransportUS, Inc. of $424,593 as of October 31, 2023. Due to the agreements two step issuance of the agreed 3,000,000 AGSS shares, the impact on the Balance Sheet of AGSS is an increase in common stock book value by $1,110,000, a deferred liability of $1,110,000, an investment in subsidiary asset value of $424,593 and Goodwill in the amount of $1,795,406, for the year ended December 31, 2023. The consolidated Balance Sheet presentation eliminates the investment in subsidiary asset reflected on the Balance Sheet of AGSS.

 

As of December 31, 2023, the Deferred Liability in Subsidiary increased by $30,000 due to the decrease in share value as of that date. This created a loss from deferred liability of subsidiary equal to $30,000. The result is a balance of $1,140,000 in Deferred Liability Subsidiary as of December 31, 2023.

 

NOTE 7 – FIXED ASSETS

 

Fixed assets consist of the following on December 31, 2023, and 2022:

 

Schedule of fixed assets
		2023				2022
Leasehold Improvements			274,133				224,132
Machinery and Equipment			290,892				278,551
Vehicles			635,172				110,274
Total Fixed Assets			1,200,197				612,957
Accumulated Depreciation			(626,083	)			(314,151	)
Fixed Assets, Net		$	574,114			$	298,806

 

NOTE 8 – OPERATING LEASES

 

We have leased vehicles with terms greater than one year that are classified as operating leases per the guidelines. The lease terms vary between 48 and 60 months. At the end of the term the vehicle becomes the property of the Company.

 

F-12

 

 

The capital lease value as calculated following FASB guidelines is presented as a non-current asset on the balance sheet. As of December 31, 2023, the value is calculated to be $977,600, and as of December 31, 2022, the value was $241,786. For the Operating Lease liability, the amount of $977,600 was calculated as of December 31, 2023, and was $241,786 as of December 31, 2022. The Operating Lease liability is presented as current and long term. The current portion of the Operating Lease liability for December 31, 2023, is $269,230 and for December 31, 2022, it is $88,245. The increase in both the Operating Lease asset and liability as of December 31, 2023, is due to the addition of 5 leased vehicles by TransportUS Inc., during the year, which directly caused the increased lease asset and related liability.

 

The discount rate is the interest rate that equates the present value of future lease payments to the Right-of-Use (ROU) asset or lease liability. The leasehold amortization was calculated using an incremental borrowing rate based on the 7-year risk-free Treasury rate as of January 3, 2023, set at 3.95%. This rate was applied to determine the present value of the lease payments and record the right-of-use asset and lease liability as recorded on the balance sheet.

 

Maturities of lease liabilities on December 31, 2023, are as follows:

 

		Schedule of maturities of lease liabilities
	●	2024:	$	269,104
	●	2025:	$	261,130
	●	2026:	$	233,281
	●	2027:	$	156,809
	●	2028:	$	55,298
	●	Thereafter	$	1,978
	●	Total	$	977,600

 

NOTE 9 – DEFERRED REVENUE

 

During the first three years of operations of TransportUS Inc, Secure Transportation, Inc. (Secure), a subcontractor, advanced funds to TransportUS Inc. with the expectation of future services provided for Secure. This arrangement ended, December 31, 2021, after Secure had advanced $1,087,327. The agreement moving forward requires TransportUS to provide services in the amount of $15,000 per month or return funds to secure in that same amount. TransportUS has returned funds in the amount of $365,000, leaving a balance of $722,327 as of December 31, 2023.

 

NOTE 10 – PAYROLL LIABILITY – PENSION

 

The company offers various pension plans to employee groups based on location of employment. Corporate office employees and guards have an option to participate in a 401K sponsored by the company with a matching program up to 5% of employee salary. Federal contracts have union agreements that define the pension calculation and due dates. It is the responsibility of the company to calculate the pension benefit amount each month and contribute the amount due to the plan designated. The pension balances due on December 31, 2023, and 2022 for all plans were $507,792 and $453,965 respectively.

 

NOTE 11 – NOTES PAYABLE

 

In June 2020, AmeriGuard Security Services, Inc. received an SBA Loan through Fresno First Bank in the amount of $1,080,000 that was used to close out a Citibank loan in the amount of $312,339 with the remaining balance after expenses held in reserve. The SBA loan is a 10-year loan with monthly principal and interest payments. Interest rate is variable at prime rate plus 2.75%, adjusted every calendar quarter. Interest rate on December 31, 2023, and 2022 were 11% and 9% respectively. Balance remaining on the SBA loan was $730,213 and $804,387 as of December 31, 2023, and 2022 respectively.

 

F-13

 

 

On July 7, 2022, the Company entered into a buyout agreement with shareholder Lillian Flores. The total buyout amount was $3,384,950 representing 45% of the calculated business value as of December 31, 2020. Following the initial payment of $686,990, the company agreed to make 4 equal installments of principal and interest of $739,508 each December 31, starting 2023. Interest is calculated at a fixed rate of 3.110% compounded semi-annually. The company had accrued interest on December 31, 2022, of $49,035. Balance remains in the amount of $2,697,960. All interest due was paid December 28, 2023, resulting in a balance of $0 on December 31, 2023. The Company requested a deferral of the payment of principal due December 31, 2023, and received a deferral from Mrs. Flores. See subsequent events Note 15 for details.

 

On December 20, 2023, the company entered into a short-term loan agreement collateralized by accounts receivable from TVT Capital LLC. The agreement encumbered $1,199,200 of receivables resulting in a note payable of $800,000; the repayment term requires $49,967 per week for 24 weeks. As of December 31, 2023, the balance of $766,667 was outstanding, and is included as current portion of notes payable.

 

The following schedule details the loans active as of December 31, 2023, and 2022:

 

Schedule of the loan active
		2023				2022
Current Portion:
Notes and loans payable		$	2,160,347			$	719,563
Long term Portion:
Notes and loans payable			2,034,493				2,782,784
Total Notes Payable		$	4,194,840			$	3,502,347

 

NOTE 12 – STOCKHOLDERS’ EQUITY/(DEFICIT)

 

On December 9, 2022, AGS executed a reverse merger agreement with AGSS resulting in significant adjustments to the equity section of both companies. The result of the merger was AGSS became the sole owner of AGS.

 

The first significant impact on stockholders’ equity was the issuance of 90,000,000 AGSS shares to the shareholders of Ameriguard Security Services, Inc., in exchange for 1000 shares of AGS, adding a net increase in common shares outstanding of 89,999,000. Next was the cancelation and conversion of series 675,000 A-1 preferred shares held by AGSS on December 31, 2020. The final result in the total number of shares outstanding is 93,417,302.

 

On October 20, 2023, the Company executed a purchase agreement to acquire a related company owned by Lawrence Garcia, CEO. TransportUS Inc. valued at $3,000,000. The company agreed to issue 3,000,000 shares, with 1,500,000 shares issued at time of purchase, and a bonus of 1,500,000 shares when TransportUS renews its main services contract with the Veterans Affairs Department of Long Beach, CA. The purchase created two assets for AGSS. Goodwill in the amount of $1,795,406 and an Investment in Subsidiary in the amount of $424,593. The 1,500,000 shares issued by AGSS and the 1,000 shares retired by TransportUs are reflected in the 2023 section of the Consolidated Statement of Stockholders Equity/(Deficit) report. Resulting in common stock outstanding of 94,917,302 at year end.

 

There was another transaction that impacted stockholders’ equity that occurred to the Company’s equity section relating to owner draws and the merger with a related company. As a part of the normal activity of the privately held Company, an S-Corp, shareholders were distributed funds accounted for as Owner Draws. The owner draw accounts were used primarily for taxes paid by the shareholders due to profits of the S-Corp being transferred to their personal returns along with some personal expenses and personal cash needs. As part of the preparation for the merger, these inter-company balances were removed through the owner draw accounts. Total owner draw amount was $62,825 for December 31, 2022.

 

F-14

 

 

NOTE 13 – COMMITMENTS AND CONTINGENCIES

 

The company has a multiple vehicle lease agreement with Enterprise Leasing. As of December 31, 2023, the company had 23 vehicles under lease. The lease agreement includes maintenance services and tracking. The terms of the lease agreement vary based on the date the vehicle was leased and the respective terms for each vehicle. The master lease is updated annually and requires annual internal financial reports and company tax return.

 

NOTE 14 – CONCENTRATION OF SALES

 

The company generated $20,969,727 and $24,947,401 in service revenue for the years 2023 and 2022 respectively. Of the total service revenue, approximately 86% was earned from the federal contracts operated by the company. The contracts and their respective terms are as follows:

 

	●	Social Security Administration, NSC		-	September 2022 through September 2027 Annual Revenue of approx. $5.8M
	●	Social security Administration, SSC		-	June 2022 through June 2027 Annual Revenue of approx. $5M
	●	Social Security Administration, WBDOC		-	June 2021 through July 2026 Annual Revenue of approx. $3M
	●	National Institute of Health – EPA		-	May 2020 through March 2023 Annual Revenue of approx. $2.8M
	●	Veterans Administration – Long Beach CA		-	Feb 2019 through March 2024 Annual Revenue of approx. $4.4M

 

Currently, we have four federal contracts continuing into 2024, that will approximate 90% of our total services revenue expected for the year ending December 31, 2024. All federal contracts are awarded with a term of 5 years, with annual renewals. At the end of each contract year the government has the option to renew, cancel or renegotiate. Our four contracts and their respective terms are as follows:

 

	●	Social Security Administration, NSC		-	September 2022 through September 2027 Annual Revenue of approx. $5.8M
	●	Social security Administration, SSC		-	June 2022 through June 2027 Annual Revenue of approx. $5M
	●	Social Security Administration, WBDOC		-	June 2021 through July 2026 Annual Revenue of approx. $3M
	●	Veterans Administration – Long Beach CA		-	Feb 2019 through June 2024 Annual Revenue of approx. $4.4M

 

F-15

 

 

NOTE 15 – LITIGATION AND CLAIMS

 

As of December 31, 2023, there are three employment issues pending. The issues revolve around terminated employees alleging the Company has failed to pay minimum wages, sick pay wages, meal period violations, rest period violations, wage statement violations and violation of the unfair business practices act. A lawsuit has been filed, but it is early in the process and the attorneys cannot comment on the merits at this time. The Company believes the suit has no merit and intends to resolve it before a trial, if possible.

 

Per Attorney letters issued there are no other pending cases or legal matters.

 

NOTE 16 – INCOME TAXES

 

Due to the losses incurred during the tax year ending 2022, and the expected zero tax due for 2023, there is no estimated tax liability for 2023. Therefore, no provision for income taxes has been included in the accompanying financial statements.

 

NOTE 17 – SUBSEQUENT EVENTS

 

On January 2, 2024, the Company entered into a short-term loan agreement collateralized by accounts receivable with Cedar Advance Capital. The agreement encumbered $719,250 of receivables, resulting in a note payable of $525,000; the repayment term requires $22,477 per week for 32 weeks. On the same date, the Company entered into a short-term loan agreement collateralized by accounts receivable with Velocity Capital Group. The agreement encumbered $565,150 of receivables resulting in a note payable of $412,500; the repayment term requires $17,660 per week for 32 weeks.

 

On January 22, 2024, the Company entered into an agreement with Lillian Flores regarding the deferral of the required shareholder buyout payment of $611,253 due December 31, 2023. The deferral of the principal payment we requested by the Company for the purpose of capital retention. The agreement allows for a $16,500 monthly principal and interest payment starting in January 2024 through June 2024. Monthly interest is calculated at $1,585, leaving $14,915 applied to the principal. The agreement requires the remaining deferred principal of $521,763 to be paid by the Company on or before June 30, 2024.

 

Late January 2024, the Company was notified that TransportUS, Inc. was awarded a transportation contract by the Veterans Administration for the central Los Angeles region. The total value of the contract is estimated at $7.5 million over 4.5 years. The original start date of February 1, 2024, was delayed until the start of the second quarter. The annual impact of this contract will be approximately $1.6 million in increased revenue.

 

 

Exhibit 21.1

 

Subsidiaries of the Registrant

 

Name of Subsidiaries		Jurisdiction
Ameriguard Security Services, Inc.		California
TransportUS, Inc.		California

 

 

Exhibit 23.1

 

 

 

To Whom It May Concern:

 

We hereby consent to the use in the Registration Ameriguard Security Services, Inc. on Form 10-K/A of our Report of Independent Registered Public Accounting Firm, dated May 8, 2025 on the balance sheet of Ameriguard Security Services, Inc. as of December 31, 2023 and the related statements of operations, changes in stockholder’s equity and cash flows for the year then ended.

 

We also consent to the references to us under the headings “Experts” in such Registration Statement.

 

Very truly yours,

 

/s/ Bush & Associates CPA LLC

 

Bush & Associates CPA LLC (PCAOB 6797)

Henderson, Nevada

May 8, 2025

 

 

179 N. Gibson Rd., Henderson, NV 89014 ● 702.703.5979 ● www.bushandassociatescpas.com

 

 

Exhibit 31.1

 

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

 

I, Lawrence Garcia, certify that:

 

1.	I have reviewed this report on Form 10-K/A of Ameriguard Security Services, Inc.;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 8, 2025

 

/s/ Lawrence Garcia
Name:	Lawrence Garcia
Title:	Chief Executive Officer

 

 

Exhibit 31.2

 

CERTIFICATION OF

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

 

I, Jason Bovell, certify that:

 

1.

I have reviewed this report on Form 10-K/A of Ameriguard Security Services, Inc.;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 8, 2025

 

/s/ Jason Bovell, CPA
Name:	Jason Bovell, CPA
Title:	Chief Financial Officer
	(principal financial officer and principal accounting officer)

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned hereby certifies, in his capacity as Chief Executive Officer of Ameriguard Security Services, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

(1)	The Company’s Amended Annual Report on Form 10-K for the year ended December 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: May 8, 2025

 

/s/ Lawrence Garcia
Name:	Lawrence Garcia
Title:	Chief Executive Officer
	(principal executive officer)

 

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned hereby certifies, in his capacity as Chief Financial Officer of Ameriguard Security Services, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

(1)	The Company’s Amended Annual Report on Form 10-K for the year ended December 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: May 8, 2025

 

/s/ Jason Bovell
Name:	Jason Bovell, CPA
Title:	Chief Financial Officer
	(principal financial officer and principal accounting officer)

 

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

v3.25.1

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K/A
Amendment Flag	true
Amendment Description	AmeriGuard Security Services, Inc. (the “Company) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 4, 2024 (the “Original Filing”), to restate and amend its previously-issued audited consolidated financial statements and related financial information for the fiscal years ended December 31, 2022 and 2023.
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	333-173039
Entity Registrant Name	AMERIGUARD SECURITY SERVICES, INC.
Entity Central Index Key	0001514443
Entity Tax Identification Number	99-0363866
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5470 W. Spruce Avenue
Entity Address, Address Line Two	Suite 102
Entity Address, City or Town	Fresno
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93722
City Area Code	559
Local Phone Number	271-5984
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float		$ 4,021,596
Entity Common Stock, Shares Outstanding	94,917,302
Documents Incorporated by Reference [Text Block]	None
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Name	Bush & Associates CPA LLC
Auditor Location	Henderson, Nevada
Auditor Firm ID	6797

v3.25.1

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash	$ 2,166,118	$ 1,227,654
Accounts Receivable, Net (note 3)	1,583,379	1,869,268
Current Portion Related Party Note Receivable (note 4)	9,300
Prepaid Expenses	327,147	110,829
Deposits	61,575
Related Party Receivable (note 5)
Total Current Assets	4,147,519	3,207,751
Other Non-Current Assets
Fixed Assets, Net Depreciation (note 7)	574,114	298,806
Related Party Note Receivable (note 4)	340,700
Operating Lease (note 8)	977,600	241,786
Goodwill (note 6)	1,795,406
Total Non-Current Assets	3,687,820	540,592
Total Assets	7,835,340	3,748,343
Current Liabilities
Accounts Payable	449,921	761,515
Accrued Interest Due (note 11)		49,035
Accrued Payroll	626,694	737,143
Deferred Revenue (note 9)	722,327
Payroll Liability - Pension (note 10)	507,792	453,965
Deferred Liability Subsidiary (note 6)	1,140,000
Current Portion Operating Lease (note 8)	269,230	88,245
Current portion of notes payable (note 11)	2,160,347	719,563
Total Current Liabilities	5,876,311	2,809,466
Long Term Liabilities
Long Term Portion of Notes Payable (note 11)	2,034,493	2,782,784
Operating Lease (note 8)	708,369	153,541
Total Liabilities	8,619,173	5,745,791
Stockholders’ equity
Common stock, $.001 par value, 94,917,302 shares issued and outstanding at December 31, 2023 and 2022 (Note 12)	1,268,346	158,346
Retained earnings/(deficit)	(2,052,179)	(2,155,794)
Total Stockholders’ Equity	(783,833)	(1,997,448)
Total Liabilities and Stockholders’ Equity	$ 7,835,340	$ 3,748,343

v3.25.1

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares issued	94,917,302	94,917,302
Common stock, shares outstanding	94,917,302	94,917,302

v3.25.1

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue
Total Revenue	$ 20,969,727	$ 24,947,401
Cost of Services
Total Cost of Services	19,164,340	21,948,618
Gross Margin	1,805,387	2,998,783
Operating Expenses
Salaries, payroll taxes and benefits	1,604,520	1,161,982
Vehicle expense	388,201	441,732
Professional services	463,524	361,314
Communication services	130,538	106,382
General liability insurance	160,431	87,119
Advertising and marketing	140,203	128,544
Staff training	183,704	75,802
Livescan services fees	125,815	56,261
Licenses and permits	104,381	43,128
General and administrative expenses	605,686	470,077
Loan interest	277,205	105,826
Depreciation expense	49,861	42,927
Total Operating Expenses	4,234,069	3,081,094
Net Income/(Loss) from Operations	(2,428,682)	(82,311)
Other Income (Expenses)
Other Income	3,336,670
Other (Expense) Operational	(775,115)	(344,105)
Loss on Deferred Liability Subsidiary	(30,000)
Total Other Income/(Expense)	2,531,555	(344,105)
Net Income/(loss) before Income Taxes	102,873	(426,416)
Income tax expense	(742)	10,350
Net Income/(loss)	$ 103,615	$ (436,766)
Earnings Per Share, Diluted	$ 0.0011	$ (0.0046)
Weighted Average Number of Shares Outstanding, Diluted	94,917,302	94,917,302
Services [Member]
Revenue
Total Revenue	$ 20,852,372	$ 24,643,096
Discounts Aand Allowances [Member]
Revenue
Total Revenue	(97,711)
Other Operational Income [Member]
Revenue
Total Revenue	215,066	304,305
Salaries and Related Taxes [Member]
Cost of Services
Total Cost of Services	14,531,795	15,030,738
Employee Benefits [Member]
Cost of Services
Total Cost of Services	2,881,774	3,052,774
Sub Contractor Payments [Member]
Cost of Services
Total Cost of Services	1,331,446	3,467,391
Training And Direct Expenses [Member]
Cost of Services
Total Cost of Services	85,861	202,826
Vehicles And Equipment Expenses [Member]
Cost of Services
Total Cost of Services	$ 333,464	$ 194,889

v3.25.1

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Stockholders Equity [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 69,346	$ 10,000	$ 9,976,045	$ (7,570,828)	$ 2,484,563
Beginning balance, shares at Dec. 31, 2021	2,743,302	675,000
Owner draws (pre-merger)				(62,825)	(62,825)
Shareholder buyout (note 9)			(3,384,950)		(3,384,950)
Retained Deficit of merger with related entity				(97,470)	(97,470)
Equity purchase of TransportUS Inc, (note 10)	$ 89,000	$ (10,000)	(579,000)		$ (500,000)
Equity purchase of TransportUS Inc, (note 10), shares	89,999,000
Cancelation and conversion of preferred stock
TransportUS Inc. Shares retired, shares	675,000
Cancelation and conversion of preferred stock, shares		(675,000)
Net Income for year ended December 31, 2023				(436,766)	$ (436,766)
Ending balance, value at Dec. 31, 2022	$ 158,346		6,012,095	(8,167,889)	(1,997,448)
Ending balance, shares at Dec. 31, 2022	93,417,302
Equity purchase of TransportUS Inc, (note 10)	$ 1,500		1,108,500		1,110,000
Equity purchase of TransportUS Inc, (note 10), shares	1,500,000
TransportUS Inc. Stockholders Equity (note 11)	$ 1,000				1,000
TransportUS Inc. Stockholders Equity (note 10), shares	1,000
TransportUS Inc. Shares retired	$ (1,000)				(1,000)
TransportUS Inc. Shares retired, shares	(1,000)
Net Income for year ended December 31, 2023				103,615	103,615
Ending balance, value at Dec. 31, 2023	$ 159,864		$ 7,120,595	$ (8,064,274)	$ (783,833)
Ending balance, shares at Dec. 31, 2023	94,917,302

v3.25.1

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities
Net Income/(Loss)	$ 103,615	$ (436,766)
Changes in Operating Assets and Liabilities
Accounts receivable, net	501,206	345,929
Prepaid insurance	(132,948)	(2,945)
Deposits	(28,575)
Accounts payable	(445,405)	343,173
Accrued Interest	(49,035)	49,035
Accrued Payroll	(110,449)	79,402
Deferred revenue	(30,000)
Payroll liability - Pension	24,017	(162,614)
Depreciation	49,861	42,927
Gain/(Loss) on Deferred Liability - Subsidiary	30,000
Operating Lease Liability	735,812	(79,358)
Operating Lease Asset	(735,814)	79,357
Net Cash (Used)/provided in Operating Activities	(87,715)	258,140
Cash Flows (Used)/Provided from Investing Activities
Purchase of Fixed Assets, Net Retirements	(45,702)	(6,043)
Building Improvements	(505)	(224,132)
Net Cash Used by Investing Activities	(46,207)	(230,175)
Cash (Used)/Provided from Financing Activities
Note Receivable	307,493
Financed Capital	766,667
Payment for Shareholder buyout		(686,990)
Loan Principal Payments	(74,174)	(180,298)
Cash Received from Acquisition	72,400
Owner Distributions (prior to merger)		(62,824)
Net Cash Provided by Financing Activities	1,072,386	(930,112)
Net Increase (Decrease) in Cash	938,464	(902,147)
Cash at Beginning of Period	1,227,654	2,129,801
Cash at End of Period	2,166,118	1,227,654
Supplemental Cash Flow Information:
Income Taxes Paid	(742)	10,350
Interest Paid	277,205	105,826
Supplemental disclosure of non-cash financing activities:
Shareholder Loan	2,697,960	3,384,950
Operating leases - right of use asset	977,600	241,786
Operating leases - lease liability	$ 977,599	$ 241,786

v3.25.1

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure [Table]
Net Income (Loss) Attributable to Parent	$ 103,615	$ (436,766)

v3.25.1

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.25.1

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS   AmeriGuard Security Services, Inc. (AGS), was incorporated on November 14, 2002, with an S-Corp tax election. The corporation was incorporated with the issuance of 1,000 shares of no-par value stock held by Lawrence Garcia, President and CEO with 550 shares and Lillian Flores, VP of Operations with 450 shares. AGS provides armed guard services as a federal contractor with licenses in 5 states and provides commercial guard services in California.   On July 7, 2021, AGS, entered into an agreement to gain 100% control of Health Revenue Assurance Holdings, Inc (HRAA) a public corporation, incorporated in Nevada, by the purchase of 10,000,000 shares of Preferred A-1 Stock from the seller, Custodian Ventures LLC. The purchase of HRAA allowed the Company to begin plans to consummate a reverse merger with HRAA, becoming a wholly owned subsidiary of a public company. In March of 2022, a Certificate of Amendment was filed with the Nevada Secretary of State, changing the name of HRAA to Ameriguard Security Services, Inc. (AGSS). Shortly thereafter, a stock name and ticker change report was filed with the SEC and the stock ticker of HRAA was changed to AGSS.   On December 9, 2022, AGS executed the reverse merger agreement and became the subsidiary of AGSS (the Company). From that point forward, the financial statement filings will be the consolidation of Ameriguard Security Services, Inc, a Nevada company with Ameriguard Security Services, Inc., a California company.   On October 20, 2023, the Company executed a share purchase agreement to acquire TransportUS Inc. TransportUS, Inc. was incorporated on October 24, 2018, with an S-Corp tax election. The corporation was incorporated with the issuance of 1,000 shares with no-par par value stock held by Lawrence Garcia, President and CEO. TransportUS Inc. provides human transportation services as a federal contractor, currently providing services in the state of California.   The Company’s accounting year end is December 31.   Basis of Presentation   These consolidating financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles. The financial statements and notes include TransportUS Inc.’s financial results from the fourth quarter, 2023.   Risks and Uncertainties   The risks and uncertainties described below may not be the only ones we are or may face in the future. If any of the following do occur, our business, financial condition or results of operations could be materially adversely affected.   The company receives over 90% of its total revenue from Federal contracts as described in Note 14 below. These contracts have specific terms, typically five years with the opportunity for extension, but there are no assurances they will be extended. Although we have had several extended in the past, there is no guarantee this will again happened in the future. However, there are significant direct expenses for each contract that also are removed from operations at the end of a contract. As a result, the revenue lost from a completed contract does not affect the bottom-line profits in an amount equal to the revenue lost. The actual net income impact depends on the contract.   The process required to acquire a government contract takes several months to complete prior to delivery of the proposal to the contracting agency. Due to the time span required to prepare a proposal and winning the contract is not guaranteed, the company maintains a department of individuals who monitor and write proposals for all government contracts that become open for bid on a continuing basis. It is important to the company that new contracts are acquired consistently to maintain and grow annual revenue.   Other risks to operations consist of State and Federal regulations, staffing shortages, accelerating inflation, and overall business environment issues we cannot foresee.

v3.25.1

Restatement of Previously Issued Financial Statements	12 Months Ended
	Dec. 31, 2023
Restatement Of Previously Issued Financial Statements
Restatement of Previously Issued Financial Statements	NOTE 2 – Restatement of Previously Issued Financial Statements   The Company has restated its consolidated balance sheets as of December 31, 2023 and 2022 and its consolidated statements of operations, consolidated statements of comprehensive loss and consolidated statements of changes in equity for the years ended December 31, 2023 and 2022, along with certain related notes to such restated consolidated financial statements. In addition, the Company has restated its consolidated statement of cash flows for the year ended December 31, 2023.   The Company determined that the restatement was necessary after the re-audit conducted by the new audit firm discovered the incorrect application of the acquisition (ASC 805 Business Combinations) on October 20, 2023 of TransportUS by the Company. The restatement corrects errors that were identified as a result of the re-audit, as well as certain other errors that were identified by the Company. In addition, the restatement reflects corrections of certain immaterial errors and certain previously identified errors that were identified by the Company in the normal course of business and were determined to be immaterial, both individually and in the aggregate, when the consolidated financial statements for the year ended December 31, 2013 were originally issued. In connection with the restatement, the Company has determined that it would be appropriate to correct such errors.   Error Corrections   In 2022 the prior financial statements reflected a combination of both the Company and TransportUS. The re-audit has changed that application and presents the Company separately from the acquisition.   For 2023, the re-audit discovered improper valuations of certain assets such as goodwill, deferred liability, an investment in subsidiary asset value and deferred liability of subsidiary.”

v3.25.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Use of Estimates   In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, along with the collectability of some receivables from customers.   Cash and Cash Equivalents   The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2023, and December 31, 2022, the Company had cash and cash equivalents totaling $2,166,118 and $1,227,654 respectively.   Accounts Receivable   We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and is charged to other bad debt expense. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. With over eighty-seven percent of year end accounts receivable balance from Federal contracts that require payment, and the uncollectable amount historically has been less than 1%. As of December 31, 2023, and 2022, an allowance for estimated uncollectible accounts was determined to be unnecessary.     Property and Equipment   Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful life for Machinery and Equipment, and Vehicles is 5 years, with Leasehold improvements useful life is 15 Years.   Operating Leases   In February 2016, FASB ASU No. 2016-02 established ASC Topic 842, Leases, which sets out the principles for recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. Effective December 31, 2022, we have implemented ASU No. 2016-02 and booked the operating lease asset and the related liability.   The Company is a lessee with Enterprise Lease Management for vehicles used in operations, under an all-inclusive master lease. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right-of-use (ROU) asset at the commencement date. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate. The discount rate is the interest rate that equates the present value of future lease payments to the Right-of-Use (ROU) asset or lease liability. The leasehold amortization was calculated using an incremental borrowing rate based on the 7-year risk-free Treasury rate as of January 3, 2024, set at 3.95%. This rate was applied to determine the present value of the lease payments and record the right-of-use asset and lease liability as recorded on the balance sheet as detailed in Note 7.   The Company has elected, for all underlying classes of assets, not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement. As of December 31, 2024, the Company does not have any leases that qualify for this election. Net Income/(Loss) per Share   Net income/(loss) per common share is computed by dividing net income or loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings/(loss) per common share (“EPS”) calculations are determined by dividing net income/(loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.   Revenue Recognition   The Company recognizes revenue under ASC 606, Revenue from contracts with customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of services to customers in an amount that reflects the consideration to which the company expects to be entitled for those services. There are five steps or qualifiers that determine the timing and amount of Revenue Recognition. Those five steps are:   1. Identifying the contract with a customer.   2. Identifying the performance obligation in the contract.   3. Determine the transaction price.   4. Allocate the transaction price to performance obligations.   5. Recognize the revenue when the entity satisfies the performance obligation.   The Company generates and recognizes revenue in three sales categories. Those being, Formal Contracts, Sales Agreements and Retail activities. For the retail activities, the revenue is recognized on a cash basis at the time of sale. For the other two categories, the customers are billed at the end of the month the services have been performed.   The formal contract and sales agreements stipulate the exact services to be performed and the rate the services are to be billed, as per steps 1, 2 and 3. The Company provides details of services provided with each billing invoice for customer review and approval. Any differences are resolved prior to payment, Step 4. The Company recognizes revenue in the month the services stipulated in the agreement have been provided, Step 5.   Ninety eight percent of revenues are billed monthly and recognized in the month the services were provided. Refunds and returns, which are minimal, are recorded as a reduction of revenue. The Company has not recorded a reserve for returns on December 31, 2024, or 2023 since it does not believe such returns will be material.   Fair Value of Financial Instruments   The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.   The guidance also establishes a fair value hierarchy for measurements of fair value as follows:     ● Level 1 - quoted market prices in active markets for identical assets or liabilities.         ● Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.         ● Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.   The carrying amount of the Company’s financial instruments approximates their fair value as of December 31, 2022, and December 31, 2023, due to the short-term nature of these instruments.

v3.25.1

RELATED PARTY NOTE RECEIVABLE	12 Months Ended
	Dec. 31, 2023
Related Party Note Receivable
RELATED PARTY NOTE RECEIVABLE	NOTE 4 – RELATED PARTY NOTE RECEIVABLE   As of December 31, 2023, TransportUS held a receivable from a related company, AmeriGuard Security Systems, Inc (AmeriGuard) in the amount of $350,000. The relationship with AmeriGuard relates to the contract the Company holds with the Veteran’s Administration in Long Beach, California. The contract required this relationship with AmeriGuard, at the time of the award. Funds from the contract were shared with AmeriGuard during the first 3.5 years of joint operations, which ended April 2022. As of December 31, 2022, the receivable was adjusted to $350,000 and a note payable from AmeriGuard was executed. The $350,000 note is amortized over 20 years, with a balloon payment December 31, 2032. The interest rate is 6%, with the monthly payment of $2,500. For 2023, the payments were interest only in the amount of $1,750. The note receivable is presented with the current portion of $9,300, and long-term portion of $340,700 for the year ending December 31, 2023.

v3.25.1

RELATED PARTY TRANSACTION	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTION	NOTE 5 – RELATED PARTY TRANSACTION   On July 7, 2021, AGS entered into an agreement to purchase 100% of the Preferred A-1 Stock of Health Revenue Assurance Holdings, Inc. a SEC registered company for $500,000. In March 2022, Health Revenue Assurance Holdings, Inc. name was changed to Ameriguard Security Services Inc. (AGSS). On December 9, 2022, we signed the definitive merger agreement initiating a reverse merger with AGSS, resulting in AGS becoming a 100% owned subsidiary of AGSS. Prior to the merger, AGS funded the operational expenses of AGSS and treated these expenses as related party expenses. These expenses were eliminated when the two companies were consolidated for the financial statement presentation.

v3.25.1

GOODWILL/DEFERRED LIABILITY SUBSIDIARY	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL/DEFERRED LIABILITY SUBSIDIARY	NOTE 6 – GOODWILL/DEFERRED LIABILITY SUBSIDIARY   On October 20, 2023, the Company executed a purchase agreement to acquire TransportUS Inc. TransportUS, Inc. was incorporated on October 24, 2018, with an S-Corp tax election. The corporation was incorporated with the issuance of 1,000 shares with no-par par value stock held by Lawrence Garcia, President and CEO. TransportUS Inc. provides human transportation services as a federal contractor, currently providing services in the state of California.   The purchase agreement was to issue 3,000,000 common shares to Lawrence Garcia in exchange for the 1,000 shares held from TransportUS, Inc. The agreement called for the immediate issuance of 1,500,000 shares when the agreement was executed with the remaining 1,500,000 shares to be issued contingent on TransportUS Inc., renewing its current transportation contract with the Veterans Administration in Long Beach California. The award of the contract is expected to occur in 2025.   This agreement generated a Goodwill asset of $1,795,406 resulting from the $2,220,000 value of the shares issued for the purchase over the net book value of TransportUS, Inc. of $424,593 as of October 31, 2023. Due to the agreements two step issuance of the agreed 3,000,000 AGSS shares, the impact on the Balance Sheet of AGSS is an increase in common stock book value by $1,110,000, a deferred liability of $1,110,000, an investment in subsidiary asset value of $424,593 and Goodwill in the amount of $1,795,406, for the year ended December 31, 2023. The consolidated Balance Sheet presentation eliminates the investment in subsidiary asset reflected on the Balance Sheet of AGSS.   As of December 31, 2023, the Deferred Liability in Subsidiary increased by $30,000 due to the decrease in share value as of that date. This created a loss from deferred liability of subsidiary equal to $30,000. The result is a balance of $1,140,000 in Deferred Liability Subsidiary as of December 31, 2023.

v3.25.1

FIXED ASSETS	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
FIXED ASSETS	NOTE 7 – FIXED ASSETS   Fixed assets consist of the following on December 31, 2023, and 2022:   Schedule of fixed assets                     2023     2022   Leasehold Improvements     274,133       224,132   Machinery and Equipment     290,892       278,551   Vehicles     635,172       110,274   Total Fixed Assets     1,200,197       612,957   Accumulated Depreciation     (626,083 )     (314,151 ) Fixed Assets, Net   $ 574,114     $ 298,806

v3.25.1

OPERATING LEASES	12 Months Ended
	Dec. 31, 2023
Leases [Abstract]
OPERATING LEASES	NOTE 8 – OPERATING LEASES   We have leased vehicles with terms greater than one year that are classified as operating leases per the guidelines. The lease terms vary between 48 and 60 months. At the end of the term the vehicle becomes the property of the Company.   The capital lease value as calculated following FASB guidelines is presented as a non-current asset on the balance sheet. As of December 31, 2023, the value is calculated to be $977,600, and as of December 31, 2022, the value was $241,786. For the Operating Lease liability, the amount of $977,600 was calculated as of December 31, 2023, and was $241,786 as of December 31, 2022. The Operating Lease liability is presented as current and long term. The current portion of the Operating Lease liability for December 31, 2023, is $269,230 and for December 31, 2022, it is $88,245. The increase in both the Operating Lease asset and liability as of December 31, 2023, is due to the addition of 5 leased vehicles by TransportUS Inc., during the year, which directly caused the increased lease asset and related liability.   The discount rate is the interest rate that equates the present value of future lease payments to the Right-of-Use (ROU) asset or lease liability. The leasehold amortization was calculated using an incremental borrowing rate based on the 7-year risk-free Treasury rate as of January 3, 2023, set at 3.95%. This rate was applied to determine the present value of the lease payments and record the right-of-use asset and lease liability as recorded on the balance sheet.   Maturities of lease liabilities on December 31, 2023, are as follows:       Schedule of maturities of lease liabilities       ● 2024: $ 269,104   ● 2025: $ 261,130   ● 2026: $ 233,281   ● 2027: $ 156,809   ● 2028: $ 55,298   ● Thereafter $ 1,978   ● Total $ 977,600

v3.25.1

DEFERRED REVENUE	12 Months Ended
	Dec. 31, 2023
Revenue Recognition and Deferred Revenue [Abstract]
DEFERRED REVENUE	NOTE 9 – DEFERRED REVENUE   During the first three years of operations of TransportUS Inc, Secure Transportation, Inc. (Secure), a subcontractor, advanced funds to TransportUS Inc. with the expectation of future services provided for Secure. This arrangement ended, December 31, 2021, after Secure had advanced $1,087,327. The agreement moving forward requires TransportUS to provide services in the amount of $15,000 per month or return funds to secure in that same amount. TransportUS has returned funds in the amount of $365,000, leaving a balance of $722,327 as of December 31, 2023.

v3.25.1

PAYROLL LIABILITY – PENSION	12 Months Ended
	Dec. 31, 2023
Payroll Liability Pension
PAYROLL LIABILITY – PENSION	NOTE 10 – PAYROLL LIABILITY – PENSION   The company offers various pension plans to employee groups based on location of employment. Corporate office employees and guards have an option to participate in a 401K sponsored by the company with a matching program up to 5% of employee salary. Federal contracts have union agreements that define the pension calculation and due dates. It is the responsibility of the company to calculate the pension benefit amount each month and contribute the amount due to the plan designated. The pension balances due on December 31, 2023, and 2022 for all plans were $507,792 and $453,965 respectively.

v3.25.1

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 11 – NOTES PAYABLE   In June 2020, AmeriGuard Security Services, Inc. received an SBA Loan through Fresno First Bank in the amount of $1,080,000 that was used to close out a Citibank loan in the amount of $312,339 with the remaining balance after expenses held in reserve. The SBA loan is a 10-year loan with monthly principal and interest payments. Interest rate is variable at prime rate plus 2.75%, adjusted every calendar quarter. Interest rate on December 31, 2023, and 2022 were 11% and 9% respectively. Balance remaining on the SBA loan was $730,213 and $804,387 as of December 31, 2023, and 2022 respectively.     On July 7, 2022, the Company entered into a buyout agreement with shareholder Lillian Flores. The total buyout amount was $3,384,950 representing 45% of the calculated business value as of December 31, 2020. Following the initial payment of $686,990, the company agreed to make 4 equal installments of principal and interest of $739,508 each December 31, starting 2023. Interest is calculated at a fixed rate of 3.110% compounded semi-annually. The company had accrued interest on December 31, 2022, of $49,035. Balance remains in the amount of $2,697,960. All interest due was paid December 28, 2023, resulting in a balance of $0 on December 31, 2023. The Company requested a deferral of the payment of principal due December 31, 2023, and received a deferral from Mrs. Flores. See subsequent events Note 15 for details.   On December 20, 2023, the company entered into a short-term loan agreement collateralized by accounts receivable from TVT Capital LLC. The agreement encumbered $1,199,200 of receivables resulting in a note payable of $800,000; the repayment term requires $49,967 per week for 24 weeks. As of December 31, 2023, the balance of $766,667 was outstanding, and is included as current portion of notes payable.   The following schedule details the loans active as of December 31, 2023, and 2022:   Schedule of the loan active                     2023     2022   Current Portion:                 Notes and loans payable   $ 2,160,347     $ 719,563   Long term Portion:                 Notes and loans payable     2,034,493       2,782,784   Total Notes Payable   $ 4,194,840     $ 3,502,347

v3.25.1

STOCKHOLDERS’ EQUITY/(DEFICIT)	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY/(DEFICIT)	NOTE 12 – STOCKHOLDERS’ EQUITY/(DEFICIT)   On December 9, 2022, AGS executed a reverse merger agreement with AGSS resulting in significant adjustments to the equity section of both companies. The result of the merger was AGSS became the sole owner of AGS.   The first significant impact on stockholders’ equity was the issuance of 90,000,000 AGSS shares to the shareholders of Ameriguard Security Services, Inc., in exchange for 1000 shares of AGS, adding a net increase in common shares outstanding of 89,999,000. Next was the cancelation and conversion of series 675,000 A-1 preferred shares held by AGSS on December 31, 2020. The final result in the total number of shares outstanding is 93,417,302. On October 20, 2023, the Company executed a purchase agreement to acquire a related company owned by Lawrence Garcia, CEO. TransportUS Inc. valued at $3,000,000. The company agreed to issue 3,000,000 shares, with 1,500,000 shares issued at time of purchase, and a bonus of 1,500,000 shares when TransportUS renews its main services contract with the Veterans Affairs Department of Long Beach, CA. The purchase created two assets for AGSS. Goodwill in the amount of $1,795,406 and an Investment in Subsidiary in the amount of $424,593. The 1,500,000 shares issued by AGSS and the 1,000 shares retired by TransportUs are reflected in the 2023 section of the Consolidated Statement of Stockholders Equity/(Deficit) report. Resulting in common stock outstanding of 94,917,302 at year end.   There was another transaction that impacted stockholders’ equity that occurred to the Company’s equity section relating to owner draws and the merger with a related company. As a part of the normal activity of the privately held Company, an S-Corp, shareholders were distributed funds accounted for as Owner Draws. The owner draw accounts were used primarily for taxes paid by the shareholders due to profits of the S-Corp being transferred to their personal returns along with some personal expenses and personal cash needs. As part of the preparation for the merger, these inter-company balances were removed through the owner draw accounts. Total owner draw amount was $62,825 for December 31, 2022.

v3.25.1

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 13 – COMMITMENTS AND CONTINGENCIES   The company has a multiple vehicle lease agreement with Enterprise Leasing. As of December 31, 2023, the company had 23 vehicles under lease. The lease agreement includes maintenance services and tracking. The terms of the lease agreement vary based on the date the vehicle was leased and the respective terms for each vehicle. The master lease is updated annually and requires annual internal financial reports and company tax return.

v3.25.1

CONCENTRATION OF SALES	12 Months Ended
	Dec. 31, 2023
Concentration Of Sales
CONCENTRATION OF SALES	NOTE 14 – CONCENTRATION OF SALES   The company generated $20,969,727 and $24,947,401 in service revenue for the years 2023 and 2022 respectively. Of the total service revenue, approximately 86% was earned from the federal contracts operated by the company. The contracts and their respective terms are as follows:     ● Social Security Administration, NSC   - September 2022 through September 2027 Annual Revenue of approx. $5.8M               ● Social security Administration, SSC   - June 2022 through June 2027 Annual Revenue of approx. $5M               ● Social Security Administration, WBDOC   - June 2021 through July 2026 Annual Revenue of approx. $3M               ● National Institute of Health – EPA   - May 2020 through March 2023 Annual Revenue of approx. $2.8M               ● Veterans Administration – Long Beach CA   - Feb 2019 through March 2024 Annual Revenue of approx. $4.4M   Currently, we have four federal contracts continuing into 2024, that will approximate 90% of our total services revenue expected for the year ending December 31, 2024. All federal contracts are awarded with a term of 5 years, with annual renewals. At the end of each contract year the government has the option to renew, cancel or renegotiate. Our four contracts and their respective terms are as follows:     ● Social Security Administration, NSC   - September 2022 through September 2027 Annual Revenue of approx. $5.8M               ● Social security Administration, SSC   - June 2022 through June 2027 Annual Revenue of approx. $5M               ● Social Security Administration, WBDOC   - June 2021 through July 2026 Annual Revenue of approx. $3M               ● Veterans Administration – Long Beach CA   - Feb 2019 through June 2024 Annual Revenue of approx. $4.4M

v3.25.1

LITIGATION AND CLAIMS	12 Months Ended
	Dec. 31, 2023
Litigation And Claims
LITIGATION AND CLAIMS	NOTE 15 – LITIGATION AND CLAIMS   As of December 31, 2023, there are three employment issues pending. The issues revolve around terminated employees alleging the Company has failed to pay minimum wages, sick pay wages, meal period violations, rest period violations, wage statement violations and violation of the unfair business practices act. A lawsuit has been filed, but it is early in the process and the attorneys cannot comment on the merits at this time. The Company believes the suit has no merit and intends to resolve it before a trial, if possible.   Per Attorney letters issued there are no other pending cases or legal matters.

v3.25.1

INCOME TAXES	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 16 – INCOME TAXES   Due to the losses incurred during the tax year ending 2022, and the expected zero tax due for 2023, there is no estimated tax liability for 2023. Therefore, no provision for income taxes has been included in the accompanying financial statements.

v3.25.1

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 17 – SUBSEQUENT EVENTS   On January 2, 2024, the Company entered into a short-term loan agreement collateralized by accounts receivable with Cedar Advance Capital. The agreement encumbered $719,250 of receivables, resulting in a note payable of $525,000; the repayment term requires $22,477 per week for 32 weeks. On the same date, the Company entered into a short-term loan agreement collateralized by accounts receivable with Velocity Capital Group. The agreement encumbered $565,150 of receivables resulting in a note payable of $412,500; the repayment term requires $17,660 per week for 32 weeks.   On January 22, 2024, the Company entered into an agreement with Lillian Flores regarding the deferral of the required shareholder buyout payment of $611,253 due December 31, 2023. The deferral of the principal payment we requested by the Company for the purpose of capital retention. The agreement allows for a $16,500 monthly principal and interest payment starting in January 2024 through June 2024. Monthly interest is calculated at $1,585, leaving $14,915 applied to the principal. The agreement requires the remaining deferred principal of $521,763 to be paid by the Company on or before June 30, 2024.   Late January 2024, the Company was notified that TransportUS, Inc. was awarded a transportation contract by the Veterans Administration for the central Los Angeles region. The total value of the contract is estimated at $7.5 million over 4.5 years. The original start date of February 1, 2024, was delayed until the start of the second quarter. The annual impact of this contract will be approximately $1.6 million in increased revenue.

v3.25.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates   In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, along with the collectability of some receivables from customers.
Cash and Cash Equivalents	Cash and Cash Equivalents   The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2023, and December 31, 2022, the Company had cash and cash equivalents totaling $2,166,118 and $1,227,654 respectively.
Accounts Receivable	Accounts Receivable   We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and is charged to other bad debt expense. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. With over eighty-seven percent of year end accounts receivable balance from Federal contracts that require payment, and the uncollectable amount historically has been less than 1%. As of December 31, 2023, and 2022, an allowance for estimated uncollectible accounts was determined to be unnecessary.
Property and Equipment	Property and Equipment   Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful life for Machinery and Equipment, and Vehicles is 5 years, with Leasehold improvements useful life is 15 Years.
Operating Leases	Operating Leases   In February 2016, FASB ASU No. 2016-02 established ASC Topic 842, Leases, which sets out the principles for recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. Effective December 31, 2022, we have implemented ASU No. 2016-02 and booked the operating lease asset and the related liability.   The Company is a lessee with Enterprise Lease Management for vehicles used in operations, under an all-inclusive master lease. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right-of-use (ROU) asset at the commencement date. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate. The discount rate is the interest rate that equates the present value of future lease payments to the Right-of-Use (ROU) asset or lease liability. The leasehold amortization was calculated using an incremental borrowing rate based on the 7-year risk-free Treasury rate as of January 3, 2024, set at 3.95%. This rate was applied to determine the present value of the lease payments and record the right-of-use asset and lease liability as recorded on the balance sheet as detailed in Note 7.   The Company has elected, for all underlying classes of assets, not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement. As of December 31, 2024, the Company does not have any leases that qualify for this election.
Net Income/(Loss) per Share	Net Income/(Loss) per Share   Net income/(loss) per common share is computed by dividing net income or loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings/(loss) per common share (“EPS”) calculations are determined by dividing net income/(loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
Revenue Recognition	Revenue Recognition   The Company recognizes revenue under ASC 606, Revenue from contracts with customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of services to customers in an amount that reflects the consideration to which the company expects to be entitled for those services. There are five steps or qualifiers that determine the timing and amount of Revenue Recognition. Those five steps are:   1. Identifying the contract with a customer.   2. Identifying the performance obligation in the contract.   3. Determine the transaction price.   4. Allocate the transaction price to performance obligations.   5. Recognize the revenue when the entity satisfies the performance obligation.   The Company generates and recognizes revenue in three sales categories. Those being, Formal Contracts, Sales Agreements and Retail activities. For the retail activities, the revenue is recognized on a cash basis at the time of sale. For the other two categories, the customers are billed at the end of the month the services have been performed.   The formal contract and sales agreements stipulate the exact services to be performed and the rate the services are to be billed, as per steps 1, 2 and 3. The Company provides details of services provided with each billing invoice for customer review and approval. Any differences are resolved prior to payment, Step 4. The Company recognizes revenue in the month the services stipulated in the agreement have been provided, Step 5.   Ninety eight percent of revenues are billed monthly and recognized in the month the services were provided. Refunds and returns, which are minimal, are recorded as a reduction of revenue. The Company has not recorded a reserve for returns on December 31, 2024, or 2023 since it does not believe such returns will be material.
Fair Value of Financial Instruments	Fair Value of Financial Instruments   The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.   The guidance also establishes a fair value hierarchy for measurements of fair value as follows:     ● Level 1 - quoted market prices in active markets for identical assets or liabilities.         ● Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.         ● Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.   The carrying amount of the Company’s financial instruments approximates their fair value as of December 31, 2022, and December 31, 2023, due to the short-term nature of these instruments.

v3.25.1

FIXED ASSETS (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of fixed assets	Schedule of fixed assets                     2023     2022   Leasehold Improvements     274,133       224,132   Machinery and Equipment     290,892       278,551   Vehicles     635,172       110,274   Total Fixed Assets     1,200,197       612,957   Accumulated Depreciation     (626,083 )     (314,151 ) Fixed Assets, Net   $ 574,114     $ 298,806

v3.25.1

OPERATING LEASES (Tables)	12 Months Ended
	Dec. 31, 2023
Leases [Abstract]
Schedule of maturities of lease liabilities	Schedule of maturities of lease liabilities       ● 2024: $ 269,104   ● 2025: $ 261,130   ● 2026: $ 233,281   ● 2027: $ 156,809   ● 2028: $ 55,298   ● Thereafter $ 1,978   ● Total $ 977,600

v3.25.1

NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Schedule of the loan active	Schedule of the loan active                     2023     2022   Current Portion:                 Notes and loans payable   $ 2,160,347     $ 719,563   Long term Portion:                 Notes and loans payable     2,034,493       2,782,784   Total Notes Payable   $ 4,194,840     $ 3,502,347

v3.25.1

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares	Nov. 14, 2002	Sep. 08, 2021	Jul. 07, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of share issued	1,000
Holder ownership		90.00%
Custodian Ventures [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Preferred a-1 stock, shares authorized			10,000,000
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of share issued	550
Lillian Flores [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of share issued	450

v3.25.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Cash	$ 2,166,118	$ 1,227,654
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	15 years

v3.25.1

RELATED PARTY NOTE RECEIVABLE (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Note receivable current portion	$ 9,300	$ 9,300
Note receivable long-term portion	340,700
Ameri Guard [Member]
Defined Benefit Plan Disclosure [Line Items]
Note receivable	$ 350,000
Term		3 years 6 months
Note receivable adjustment		$ 350,000
Amortized over		20 years
Interest rate	6.00%
Monthly payment	$ 2,500
Interest payment	$ 1,750

v3.25.1

RELATED PARTY TRANSACTION (Details Narrative)	Jul. 07, 2021 USD ($)
Related Party Transactions [Abstract]
Consideration paid	$ 500,000

v3.25.1

GOODWILL/DEFERRED LIABILITY SUBSIDIARY (Details Narrative) - USD ($)	1 Months Ended
	Oct. 20, 2023	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Common stock, share issued		94,917,302		94,917,302
Goodwill		$ 1,795,406	$ 1,795,406
Deferred liability		1,110,000
Investment in subsidiary asset value		424,593
Deferred liability subsidiary		$ 1,140,000
Lawrence Garcia [Member] | Purchase Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Common stock, share issued	3,000,000	3,000,000
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
TransportUS Inc. Shares retired, shares	1,000

v3.25.1

FIXED ASSETS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total Fixed Assets	$ 1,200,197	$ 612,957
Accumulated Depreciation	(626,083)	(314,151)
Fixed Assets, Net	574,114	298,806
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total Fixed Assets	274,133	224,132
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total Fixed Assets	290,892	278,551
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Total Fixed Assets	$ 635,172	$ 110,274

v3.25.1

OPERATING LEASES (Details)	Dec. 31, 2023 USD ($)
Leases [Abstract]
2024	$ 269,104
2025	261,130
2026	233,281
2027	156,809
2028	55,298
Thereafter	1,978
Total	$ 977,600

v3.25.1

OPERATING LEASES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease	$ 977,600	$ 241,786
Operating leases right of use asset	977,600	241,786
Current portion of the operating lease liability	$ 269,230	$ 88,245

v3.25.1

DEFERRED REVENUE (Details Narrative) - Transport U S Inc [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Deferred revenue	$ 722,327	$ 1,087,327
Deferred income		$ 15,000
Return funds amount	$ 365,000

v3.25.1

PAYROLL LIABILITY – PENSION (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Payroll Liability Pension
Pension balances	$ 507,792	$ 453,965

v3.25.1

NOTES PAYABLE (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Total Long-term Portion	$ 2,034,493	$ 2,782,784
Total Notes Payable	4,194,840	3,502,347
Notes and Loans Payable [Member]
Short-Term Debt [Line Items]
Total Current Portion	2,160,347	719,563
Total Long-term Portion	$ 2,034,493	$ 2,782,784

v3.25.1

NOTES PAYABLE (Details Narrative) - USD ($)		1 Months Ended		12 Months Ended
	Jul. 07, 2022	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 20, 2023
Short-Term Debt [Line Items]
Notes payable				$ 4,194,840	$ 3,502,347
Accrued interest					$ 49,035
Lillian Flores [Member]
Short-Term Debt [Line Items]
Interest rate	3.11%	45.00%
Notes payable	$ 2,697,960
Total buyout amount		$ 3,384,950
Initial payment	$ 686,990
Installments payment description	the company agreed to make 4 equal installments of principal and interest of $739,508 each December 31, starting 2023.
Secure Transportation Inc [Member]
Short-Term Debt [Line Items]
Notes payable				$ 0
SBA Loan [Member]
Short-Term Debt [Line Items]
Principal amount			$ 1,080,000
Expenses held in reserve			$ 312,339
Term			10 years
Interest rate is variable			prime rate plus 2.75%
Interest rate				11.00%	9.00%
Notes payable				$ 730,213	$ 804,387
Short Term Loan Agreement [Member]
Short-Term Debt [Line Items]
Notes payable						$ 800,000
Note receivable						1,199,200
Weekly payment						$ 49,967
Notes payable current portion				$ 766,667

v3.25.1

STOCKHOLDERS’ EQUITY/(DEFICIT) (Details Narrative) - USD ($)		12 Months Ended
	Nov. 14, 2002	Dec. 31, 2022	Dec. 31, 2020	Dec. 31, 2023	Oct. 20, 2023	Sep. 30, 2023
Number of shares issued	1,000
Common stock, share issued		94,917,302		94,917,302
Goodwill				$ 1,795,406		$ 1,795,406
Investment in subsidiary asset value				$ 424,593
Common share, outstanding		94,917,302		94,917,302
Owner draws premerger		$ 62,825
Lawrence Garcia [Member] | Purchase Agreement [Member]
Common stock, share issued				3,000,000	3,000,000
Ameriguard Security Services [Member]
Number of shares issued			90,000,000
Number of shares exchanged			1,000
Increase in common shares outstanding			89,999,000
Conversion of shares			675,000
Shares Outstanding				93,417,302

v3.25.1

CONCENTRATION OF SALES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenues		$ 20,969,727	$ 24,947,401
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Guard Service [Member]
Concentration Risk, Percentage	90.00%	86.00%	86.00%
Guard Service [Member]
Revenues		$ 20,969,727	$ 24,947,401

v3.25.1

INCOME TAXES (Details Narrative)	Dec. 31, 2023 USD ($)
Income Tax Disclosure [Abstract]
Tax liability	$ 0

v3.25.1

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended		6 Months Ended
	Jan. 30, 2024	Jan. 22, 2024	Jun. 30, 2024	Jan. 02, 2024	Dec. 31, 2023	Dec. 20, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Loan receivable					$ 9,300		$ 9,300
Note payable					$ 4,194,840		$ 3,502,347
Short Term Loan Agreement [Member]
Subsequent Event [Line Items]
Note payable						$ 800,000
Weekly payment						$ 49,967
Subsequent Event [Member]
Subsequent Event [Line Items]
Subsequent event description	The total value of the contract is estimated at $7.5 million over 4.5 years. The original start date of February 1, 2024, was delayed until the start of the second quarter. The annual impact of this contract will be approximately $1.6 million in increased revenue.
Subsequent Event [Member] | Lillian Flores [Member]
Subsequent Event [Line Items]
Deferral payment		$ 611,253
Due date		Dec. 31, 2023
Monthly principal and interest payment			$ 16,500
Monthly interest		$ 1,585
Deferred principal amount		$ 14,915	$ 521,763
Subsequent Event [Member] | Short Term Loan Agreement [Member]
Subsequent Event [Line Items]
Loan receivable				$ 719,250
Note payable				525,000
Weekly payment				22,477
Subsequent Event [Member] | Short Term Loan Agreement [Member] | Velocity Capital Group [Member]
Subsequent Event [Line Items]
Loan receivable				565,150
Note payable				412,500
Weekly payment				$ 17,660

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